Scarlet Witch and the Thirteen Dwarves
by Dr Matthattan
Summary: Wanda Maximoff unexpectedly finds herself joining the Quest of Erebor. How will Middle-earth react to the Scarlet Witch as a powerful evil rises once more?
1. Introduction

**Disclaimer:** I recognise the story that I have written is based on the rights owned by Tolkien Enterprises, Marvel Comics and Studios, Warner Bros Entertainment and Walt Disney Studio Motion Pictures. I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

20/07/2016

* * *

 **Chapter 1 – Introduction**

Hi everyone.

Some readers have suggested I write other Marvel crossovers besides with Tolkien's works. I decline to do so for a couple of reasons. First, some of the suggested universes I'm completely ignorant about or have no interest in. More importantly though, I feel I've hardly scratched the surface in terms of crossover plots from the Marvel Tolkien Cinematic Universe. Which leads me to my latest work.

This crossover is set in _The Hobbit_. In a way, this was inevitable given the film trilogy's release. But the growing number of Earth-199999 Avengers also provides plenty new ideas to explore. Particularly in times and places of Middle-earth my previous works have only alluded to.

So why is one Avenger holding centre-stage this crossover? First, I wanted to have an Avenger with no prior experience in Middle-earth. Second and more importantly, because that I find Scarlet Witch-199999 a fascinating character.

Wanda's an emotionally sensitive individual with great psychic power at her disposal. It's an intriguing mix that often played out in _Age of Ultron_. Wanda's sense of justice makes her an incredible force for good. On the other hand, that same sense is a potential trapdoor for her becoming a telepathic monster. The use and abuse of power is a central theme in Tolkien's works. To my mind, _The Hobbit_ offers the opportunity to explore that theme in relation to Wanda.

The main points about this story:

1) Except for the first bit of Chapter Two, this story takes place on the Earth-199999 timeline between the Battle of Sokovia and the opening of the New Avengers Facility.

2) Like my previous works, the answers to plot mysteries won't always be revealed at once. Including if other Avengers besides Wanda join the Quest for Erebor.

3) Some events and scenes from the film trilogy remain unchanged. They're not repeated in this crossover unless absolutely necessary.

4) Evil characters used the Black Speech throughout the film. To keep things simple, the Black Speech dialogue in this crossover should be considered the 'sub-titled' version.

5) No correspondence will be entered into about time travel, Grandfather Paradoxes, multi-verses etc. This story's fiction not a Physics dissertation.

6) Readers are correct in assuming there's no coincidence with the title. After all, this isn't the first titular character with the initials SW to encounter 'dwarfs' (no comment on the version that 'Thor' appears in).

As always, I look forward to your reviews and comments throughout.

 **Dr Matthattan**

July 2016


	2. Whispers of the Past

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

20/07/2016

* * *

 **Chapter 2 – Whispers of the Past**

Morning tea was in full swing at New Bag End. It was the very occasion that the Valar had rewarded three Avengers as something of a reunion. Time flew as Rogers, Banner and Thor caught up with their friends now residing in Valinor. A number of conversations were taking place around the room. One was between Captain America and the former Ring-bearer.

Somewhat to Rogers's surprise, Frodo seemed to magnanimously accept being kept out of the Malekith War. Frodo nonetheless listen intently as Rogers described the Fellowship and Avengers' adventures throughout it. The First Avenger had just finished talking about the Battle of Weathertop's climax.

"Still 'Samwise the Brave'," Frodo reflected after hearing how his closest friend had brought down Malekith. "I once told Sam I wouldn't got very far without him."

"He simply doesn't know the meaning of the word 'quit'," Rogers observed.

"Yes." Frodo agreed before fondly recalling, "Only Sam could've imagined finding a chicken in Emyn Muil."

Across the room, Elrond looked at the Avenger sitting next to him. Banner was staring out the room window, seemingly lost in thought.

"Is all well, Bruce?" Elrond quietly enquired of him.

Banner broke out of his thoughtful daze and gave the Elf-lord his attention.

"I was just thinking it's a shame there's no place like this on Earth," he referred to New Bag End's surrounds. "Even the Other Guy seems to like it here."

"My grandfather's the only one from the Race of Men allowed to reside here," Elrond revealed. "As well as sharing in the immortal life of my people."

Banner felt somewhat embarrassed at the Elf's perceptiveness. He moved to repair any lines that had been crossed.

"Sorry, Elrond," Banner apologised. "I'm not asking for permanent residency."

While Banner wasn't lying, Elrond still sensed the yearning in his words. The Elf-lord would've agreed with what Pippin told Banner in Fangorn. Namely, the Other Guy was as much a burden as the One Ring. Even the greatest of the Edain would've struggled to carry Hulk as well as Banner had. Especially in a world that offered little or no understanding about such a plight. Elrond doubted the Valar would ever grant Banner asylum in the Undying Lands – even after all the Avenger had done for the Free Peoples. However, that didn't mean Banner's deepest desires were without hope.

"I know you weren't, Bruce," Elrond assured before counselling him. "Still, I'd remember what Lady Galadriel told you at Tharbad. I think what you seek is less about some place and more about some _one_."

Banner wasn't that surprised Elrond knew about his vision during the Battle of Tharbad. If only because Galadriel may have told him about it. In the vision, the Lady of Light said strength could be found from feelings other than anger. The Other Guy didn't have the slightest doubt what Galadriel was referring to. Banner though still had some doubts. He hoped Elrond could confirm the identity of the individual Galadriel had referred to in the vision.

"Who?" Banner simply asked.

Much to Banner's frustration, Elven rulers still answered in riddles. But at least Elrond now did so with a sense of humour.

"If it's a tranquil life you desire, Bruce," Elrond wryly replied. "I think we can safely rule out the Lady was referring to Master Stark."

Thor was at the table where morning tea had been spread out. It was the Asgardian's seventh helping. The scones and blueberry muffins that had been provided particularly took him. After piling a combination of them on his plate, Thor sat down next to Bilbo. The Hobbit had just taken a sip of tea from his cup that Galadriel held for him. The older Baggins noted the contents of the God of Thunder's plate.

"You're not related to Fatty Bolger by any chance?" Bilbo innocently asked him.

"No, Master Bilbo," an understanding Thor answered. "I'm the son of Odin."

"Odin?" Bilbo repeated unsure.

"The King of Asgard and Protector of the Nine Realms," Thor proudly regaled some of his father's titles.

"Oh," Bilbo simply noted them. "I must've missed him at my birthday party." Bilbo's failing mind again tried making sense of Thor's heritage. "Who's your mother?"

Malekith's death had provided Thor with closure about his mother. The Asgardian nonetheless released a tiny sigh of sadness before answering.

"My mother was Frigga, Queen of Asgard," he replied.

Such was Bilbo's dementia, he didn't grasp Thor had spoken about his mother in past tense.

"Is she a nice lady?" Bilbo followed up with.

Thor gently nodded before adding, "She was also good with magic."

Bilbo's eyes lit up at this.

"Magic!" he exclaimed. Bilbo then spoke as if letting Thor in on a secret. "You know, I met witch once."

An intrigued Thor gave the Hobbit an encouraging nod to continue. Unfortunately, Bilbo became silent as his dementia reasserted itself. The pair's conversation hadn't gone entirely unnoticed though. As Thor compassionately smiled at Bilbo, Galadriel and Gandalf exchanged a knowing look.

* * *

 **More than a year later…**

It was a crisp, clear morning over Novi Grad's cemetery. It was among the city's few remaining and undamaged landmarks when the Battle of Sokovia ended a week ago. Initial damage estimates was four hundred billion dollars and rising. There were also losses far more incalculable. Some 177 people had perished before Ultron and his plans for humanity's genocide were finally stopped. The vast majority of casualties were Sokovians. Funerals had begun over the last couple of days; each attended by dozens of grieving family and friends. The funeral this morning, however, attracted the largest crowd of mourners in Sokovia's history as well as being broadcast to millions around the world.

Thousands had gathered in the cemetery and spilled into the ruined surrounds. All had come to honour one of Sokovia's latest national heroes. A handful of mourners had come to farewell a fallen friend and team member. For one, this was about burying her beloved twin brother.

The casket containing the body of Pietro Maximoff was collected from its hearse by four of his fellow Avengers. Rogers, Romanoff, Thor and Vision were the pallbearers for Quicksilver's final journey. They carried the casket a few yards before stopping in front of Wanda Maximoff who wore a black shawl over her head. Tears spilled down Wanda's face as the pallbearers gently placed her brother's casket on the boards covering his burial plot. It was no small consolation to her that Pietro's final resting-place would be alongside their parents. Another source of consolation had barely left her side over the last few days. Barton put a comforting arm around Wanda as the formal service began.

The service was Sokovian Orthodox given the Maximoffs were notionally of the faith. The Patriarch himself was leading the service. It included a reading delivered by Captain America. It wasn't the first time Rogers had performed such a duty. The first was at Bucky's memorial service after every one believed he'd fallen to his death while trying to apprehend Zola. Rogers felt the passage he now read was perfect in relation to Pietro.

" _I have fought the good fight, I have finished the race, I have kept the faith. Now there is in store for me the crown of righteousness…"_

Wanda mentally tuned out upon hearing the word 'righteousness'. It wasn't the adjective that first sprang to mind when describing her brother. Daring, fearless, impulsive, fun loving were ones closer to the truth. Not to mention his prankish nature that often embarrassed its subjects but rarely offended. Part of the Patriarch's gospel reading gained her attention.

" _I will come back again and take you to myself, so that where I am you also may be."_

Wanda and Pietro had been inseparable since they're parents had been killed. Their familial bond had proved unbreakable for more than a decade. But it was also a bond driven by a deep desire for justice. From when they led protests against foreign intervention in Sokovia to volunteering for Strucker's experiments. That bond gave them courage to face the full might of the Avengers. It also saw them join the group after discovering the monstrous injustice behind Ultron's plans. Pietro had stood alongside his sister throughout it all. Now, Wanda felt for the first time that she was truly an orphan.

 _CRACK!_

Wanda shuddered at the abrupt sound of gunfire. It was the first of the three-volley salute given in Pietro's honour. The firing Honour Guard was comprised of Sokovian Police Officers who'd fought alongside the Avengers against Ultron. Their volleys also brought back painful memories for Hawkeye. Wanda instantly picked up on his thoughts. They were of Quicksilver's last moments. Through Hawkeye's memories, Wanda witnessed her brother's wry, gallant and final words.

" _You didn't see that coming?" he asked Barton._

Wanda had initially sided with Ultron to free Sokovia and destroy the Avengers. Instead, much of Sokovia was now devastated and the person she loved most was now dead. Inspired by Barton, Wanda may have walked out from battle as an Avenger. Walking away from a guilty conscience was much harder. She sensed Pietro's death at the time, causing her to psychically lash out at Ultron's Sentries. All she could do now was lash out at herself.

 _No, Pietro_ , Wanda privately answered his question. _And I'm sorry_.

* * *

All but one of the Avengers had attended the service in their uniforms. Stark, however, wore a nondescript black suit and tie as well as sunglasses. He'd deliberately kept a low profile at the funeral despite paying for it all. Throughout the service, he stood alongside Rhodey, Fury and Hill away from the other Avengers. Stark didn't want to detract any attention away from Pietro. Many Sokovians felt that, once again, their country had suffered at the hands of Stark's inventiveness. Ultron may have been a rogue creation but he had been a creation of Stark's nonetheless. The billionaire had even decided not deploy the Stark Relief Foundation in recovery operations; instead channeling its resources and personnel through the United Nations and Red Cross.

At the end of the formal service, mourners began filing past Pietro's casket to pay their last respects – Zrinka and Costel among them. Stark took the opportunity to quietly sidle up to the pallbearers for a private word.

"You ok?" Rogers asked him.

All Stark could give was a curt nod in response. He decided to speak what he'd come to talk about.

"Look, I know this is bad time," Stark began. "But there's something we need to take care of before leaving."

The Avengers were planning to depart Sokovia the day after next. Understandably, Wanda hadn't yet given any indication if she would be accompanying them.

"What is it, Stark?" Thor inquired.

"Strucker's castle," Stark promptly replied. "Some of Ultron's tech could still be lying around there."

Ultron had claimed the former HYDRA Research Base for his own. The vast bulk of its underground workings had been destroyed during the Battle of Sokovia. The actual castle was still largely intact though. Since battle's end, one Avenger had been tasked with keeping watch on the place. He shared Stark's concerns.

"Yes," Vision agreed. "While wiping him from the net, I sensed he'd been working on a number of projects. Ones he ran out of time to finish."

"I saw a lot of stuff while locked up there," Romanoff recalled in support.

Rogers pondered the subject a moment.

"Alright," he agreed. "We'll do it first thing tomorrow. The Sokovians and the UN will probably want to take part in it as well."

Thor's thoughts turned to diplomacy. "What are we going to tell them?"

"That we can't let what's in the castle fall into the wrong hands," Stark suggested.

"Including you?" Romanoff pointedly asked.

Stark took no offence but felt chastened nonetheless. Today may have been about burying Quicksilver. But the Avengers currently shared an unspoken grief about someone else. That grief was felt most acutely by Romanoff. There had still been no word of Banner since the Other Guy threw Ultron out of the Quinjet. The jet's stealth technology rendered it near invisible to detection systems. Banner was consequently considered to be 'missing in action'. Stark's conscience tormented him he'd set in motion the series of events that had led to this. Stark recalled what Hyaquet told him after the Battle of Weathertop.

" _The ultimate decision over who lives and dies is a burden not even Iron Man should seek to carry. Turn away from such thoughts, Tony. Least they destroy you and everyone you care about."_

Stark was ashamed at how cavalierly he'd ignored his friend's counsel. Wanda may have played on the industrialist's fears. But instead of fighting his fears, Stark chose to give into them. That choice had come perilously close to destroying humanity just as Hyaquet predicted. Stark looked in the direction of Pietro's casket. Wanda buried her face into Barton's chest. The former openly sobbed as the latter gave her a paternal hug. After observing this for a moment, Stark answered Romanoff's question.

"Especially me," he softly agreed.

* * *

The Avengers returned to the castle the following morning including Wanda. As Rogers predicted, accompanying them were personnel from both the Sokovian Government and UNESCO. Wanda had come to the castle by choice. Apart from her knowledge about the research conducted here, she also wanted something of a break from mourning. She wore her red leather jacket as well as black dress and boots.

The Avengers and their allies were spread throughout the castle. Activity was currently focused on cataloging and securing any leftover equipment and materials. Negotiations were still to be had over its use. The Sokovian Government was strongly pushing to claim all intellectual property. The country would need more than more foreign aid in rebuilding the shattered lives of its people.

The technology found in the castle ranged from the common to the highly advanced. From large flat-screens to the robotics that created Ultron's Sentries. It had been decided not to power up a lot of Ultron's technology in case of booby traps. Further research was needed before deciding it was safe to do so. That included a number of devices that seemed to have no clear purpose. Stark and Vision currently stood alongside each looking at one such device. A compact line of three steel rings stood atop a raised platform. Each ring was seven foot in diameter and two foot thick.

Stark hazarded a guess about their purpose. "They remind of me of –"

"Spinning rims," Vision completed for him.

"At least Jarvis let me finish," Stark grumbled before continuing. "But why would Ultron need them? He simply uploaded himself into a new body."

"That's true," Vision agreed. "I doubt he'd want to upload like you used to put on your armour. If only because how much he disliked you."

Vision had unintentionally peeved the billionaire a second time.

"Jarvis would've said imitation's the highest form of flattery," Stark huffed.

Not all technology found had been a creation of Ultron's. It seemed the robot had found some HYDRA research equipment the Avengers had overlooked when they first seized the castle. This included two large holding cells made of perspex. The cells were just a few yards away from where Stark and Vision stood. Wanda gingerly ran her fingers along one of the cells as troubling memories came flooding back.

"You ok?" Romanoff softly checked on her.

"HYDRA kept us in here after they'd finished experimenting on us," Wanda referred to the twin's enhancing process. She bitterly reflected, "We thought Strucker genuinely wanted to help us. It was all a lie. To him, we were no more than lab rats to be turned into weapons."

"It was exactly the same in the Red Room," Black Widow sympathised.

Wanda's conscience pricked at this.

"I'm sorry for making you relive those memories, Natasha," she humbly apologised. "And for what I did to Bruce."

Wanda was still surprised how quickly the Avengers had forgiven her mind games at the Salvage Yard.

"I came across Loki's Scepter well before you did," Romanoff replied in understanding. "I know what it does to people. Like I told Clint, you can't blame yourself for what happened."

"Unlike Clint, I knew what I was doing," Wanda rejected absolution.

"Were you?" Romanoff softly countered. She jutted her chin in Vision's direction before explaining, "There's still a lot about that gem we don't know about. It could've been manipulating you to hurt us."

Wanda seemed to partially accept this.

"I didn't enjoy playing mind games with you like I did with Stark," she admitted.

Romanoff wryly sighed, "Well they say every dark cloud's got a silver lining."

Rogers, Thor and Barton stood around a table examining another piece of HYDRA research. Placed on the table was one of the modified Chitauri Guns. It brought back uncomfortable memories to Rogers of Hydra's assault rifles from World War Two.

"What do you think Midgard governments will do with it?" Thor put to him.

Captain America recalled discovering SHIELD's objectives with 'Phase Two'. He couldn't help but contrast it with a close friend's decision about using enemy weapons.

"If they've any sense," Rogers dryly speculated. "They'll do what Aragorn did with the flamethrowers."

Both Thor and Barton sniffed their agreement. Aragorn didn't hesitate in deciding Malekith's flamethrowers should be destroyed. Unlike on Earth, wisdom remained at the Free Peoples' forefront when it came to technology.

Hawkeye segued to a related matter; "When should we tell Wanda about Middle-earth?"

Arda's existence was still very much a secret on Earth. Following Captain America's orders, it was the only subject on SHIELD's files that Romanoff didn't dump on the internet. Rogers sensed Wanda, even with her telepathy, was still ignorant about Middle-earth and its inhabitants. She hadn't asked any questions on the subject for one thing. In spite of her power, Wanda seemed to respect people's privacy. Still, given Wanda was now Avenger, Barton had a good point.

"Not yet," Rogers decided. "She's been through a lot lately. We can brief her after the dust settles from this."

Thor and Barton concurred with a nod. The former quietly contemplated how Wanda saw the latter in a paternal light. It wasn't entirely dissimilar to the God of Thunder's relationship with Gandalf. Barton had given notice he was retiring from the Avengers. Perhaps the White Wizard could be called on to guide Wanda about using magic? Galadriel wouldn't be a bad mentor for her as well. The Asgardian's thoughts ended as the rest of the Avengers joined the trio.

Romanoff looked at the Chitauri Gun. "Is that what I think it is?"

"I found a hidden stockpile of them," Barton confirmed.

"Perhaps I should take them to Asgard?" Thor suggested to the group. "They're a creation of Loki's Sceptre after all."

"That will prove difficult," Vision stated.

The other Avengers were puzzled by Vision's remark. After all, no one got in Thor's way when he took the Tesseract back to Asgard.

"What do you mean?" Stark asked.

Vision's answer again underlined his extraordinary abilities of computer interfacing.

"I've been monitoring government and military email traffic across the globe," he revealed. "Many wish to access HYDRA's weapons research. They believe it still offers the best defence against alien threats."

 _Nothing changes!_ Rogers thought in bitter frustration.

"It's not the only threat they're worried about," a new participant joined the conversation.

It was Fury. The former Director of SHIELD walked up and joined the Avenger's circle.

"Ultron was the last straw for a lot of them," Fury began explaining. "My sources say there's nothing official in the works. But there's now talk about the Avengers being placed under official oversight."

The Avengers were momentarily stunned upon hearing this development. They'd prided themselves they used their powers to serve, not dominate, Earth's people. Many governments didn't even come close to abiding by this principle. The extraterrestrial present broke the silence.

"I still can't believe the disrespect Earth shows its champions!" Thor exclaimed.

"What're they going?" Barton scoffed in agreement. "Issue us with superhero licences?"

In a rarity, Iron Man tried being the voice of reason.

"With respect guys," Stark argued. "A lot of innocent people were killed here. Not to mention half a _trillion_ dollars worth of damage. We just can't sweep those things under the carpet."

"It doesn't mean the rest of us should pay for your mistake, Stark," Barton coolly retorted.

Arguments broke out among the Avengers similar to those they had in the Heli-Carrier's labs. Wanda tuned out as recriminations resumed in the group over Ultron's creation. She quietly walked over to Ultron's spinning rims instead. Wanda couldn't recall Ultron building the device while she and Pietro had been allied to him. Then again, the automaton always kept his cards close to his chest. Wanda only found out by accident what he considered 'building a better world'.

Wanda stepped on the raised platform before standing under the three rings. She felt completely safe given the device wasn't receiving any power. She gently ran her fingers along the smooth surface of one of the rings. Wanda then noticed that the centre ring had at its midpoint what seemed to be a control panel of sorts. It was a flat screen slightly bigger than the human's hand. There was an array of buttons and switches left and right of it. Wanda placed a hand on the screen as her fellow Avengers continued arguing. Debate had returned to what Fury's sources had reported.

"We should at least listen to their concerns," Romanoff argued. "You know, be part of the solution rather than the problem."

"It would been seen as a sign of good will," Vision concurred.

"Since when do we start trusting government?" a sceptical Barton countered. "What if HYDRA's infiltrated them like it did with SHIELD?"

Captain America shared this concern and not only due to HYDRA. Like Rogers described Project Insight, what could stop governments using the Avengers as the proverbial gun to everyone's head? The Avengers would change from a force for freedom into a tool of fear. Iron Man's thoughts were well away from such considerations. The billionaire had returned to being his usual glib self to get back at Barton's earlier taunting.

"Why should we listen to you?" Stark contemptuously discounted his opinion. "Aren't you quitting to go play _Little House on the Prairie_?"

Captain America swiftly intervened to prevent a shouting match from erupting.

"That's enough," Rogers curbed further debate. "There's still nothing official. Let's just focus on finishing the job here."

Before any one could respond, there sounded a loud crack. The Avengers all looked in the noise's direction towards the spinning rims. To their horror, Wanda seemed to be trapped in a growing electrical storm. Powerful electric bolts flashed along the length of the three rings as well as its ends.

"How did it turn on?" Stark asked Vision in alarm.

"Unknown," Vision coolly replied.

Wanda was genuinely afraid as the Avengers rushed to her aid. The machine came to life the moment she innocently touched the screen. She summoned a hex shield for protection as she attempted to escape through the electrical bolts blocking her path. Wanda heard Barton frantically call out her name before she was consumed in a blinding flash of light.

* * *

 **I admit I wanted to go back to the morning tea scene in** _ **RoTA**_ **to start this story off. In another way, I couldn't leave it out given Bilbo was part of it.**

 **As far as I can tell, there's been no canonical funeral for Pietro. Given Sokovia-199999's described as an East European country, I thought it logical it having its own branch of Orthodox Christianity. And I'd reiterate it was just for the purposes of entertainment rather than any theological motives.**

 **I appreciate my McGuffin to get Wanda to Middle-earth has similarities with the one in** _ **AoTR**_ **. I guess it goes back to my desire of sending an Avenger to Middle-earth with no prior knowledge about it. And I believe Cap would try and keep Arda off as many villains' radars as possible.**

 **And of course, it's impossible not to allude to** _ **Civil War**_ **at least once in this story.**


	3. An Unexpected Turn

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

20/07/2016

* * *

 **Chapter 3 – An Unexpected Turn**

" _Are you all right, milady?" a gravelly male voice asked._

Wanda stirred at this and slowly opened her eyes. She lay on her back on a soft bed of grass part of a pleasant wood. The skies above were slightly overcast as the wood gently echoed to the sound of birdsong. However, Wanda's attention quickly fell on the individual who asked about her welfare.

Kneeling beside her was an old man with a long grey beard and kindly blue eyes. The old man wore a robe and pointed hat of similar colour to his beard. His right hand grasped a wooden staff that Wanda assumed was for support. She finally answered his question with a shake of the head as he helped her get back on her feet. Wanda asked a question of her own while brushing the grass off her clothes.

"How long have I been out?" she enquired of her newest acquaintance.

"I don't know, milady," the old man admitted. "I only just found you lying here."

"Where am I?" Wanda followed up with.

The old man assumed the young woman must be slightly disorientated.

"You're in the Shire," he answered before trying to solve the mystery of her being here. "And I must say, it's most unusual finding a human inside its borders."

Wanda ignored this as she again took in the old man's attire. She wondered if Ultron's device had sent her to a Renaissance fair.

"Are you supposed to be some sort of wizard?" Wanda quizzically asked.

There wasn't a trace of insincerity in the old man's reply as he gave Wanda a deferential bow.

"Gandalf the Grey," he humbled confirmed. "At your service."

Wanda silently mused this was a Renaissance fair that took itself seriously. She decided to humour the old man and not re-ask about their location. Instead, she lightly probed his mind to ascertain her whereabouts. What she initially sensed shook her to the core. It seemed she'd been transported to a completely different world called 'Middle-earth'. Another shock quickly followed.

"You just read my mind!" the old man gasped.

Wanda was still learning the full extent of her telepathy. However, she'd nonetheless developed more than a good understanding of it. Wanda could normally read the average person's mind without them knowing. It followed she wasn't talking to just any old man.

"You really are a wizard aren't you?" Wanda whispered in realisation.

The old man's tone suddenly became more serious.

"Yes," he stonily confirmed. "And like myself, it seems there's more to you than meets to eye…"

* * *

Gandalf the Grey had visited the Shire many times over his long years. It was often from a desire to visit the many friends he'd made among the Shire's inhabitants. His visit today, however, was part of one of the most important quests of the Third Age.

It was more than a year ago that the Grey Wizard met with Thorin Oakenshield in Bree. Thorin was heir to the Dwarf Kingdom of Erebor located far to the east. The Dwarves had been driven from their homeland more than sixty years ago by the dragon Smaug. Thorin still hoped that his missing father, Thrain, was still alive. Gandalf had nonetheless persuaded him to lead a company to reclaim Erebor. That persuasion included the Wizard promising his aid to find the Arkenstone – the jewel of supreme authority for Durin's Folk. The Arkenstone had been lost within the Lonely Mountain when it fell to Smaug. To that end, Oakenshield's company would require the services of a burglar. And Gandalf believed the ideal candidate for the job currently lived in the Shire. Those plans had now been unexpectedly thrown into disarray.

Gandalf was on the way to Hobbiton when he noticed a bright flash of light in the woods to the side of the road. There was no lightning in the sky and no one in the Shire possessed explosive powder. As far as he was concerned, it could've only been the result of magic. How else could've a strangely dressed young woman suddenly appear in the Shire? Gandalf would've normally found this a large mystery in itself. But a young woman who could read minds wasn't just a mystery but a possible cause for alarm.

The Grey Wizard was part of a group informally known as the 'Wise'. It was comprised of the most powerful individuals among the Free Peoples to stand guard against the forces of evil. The Wise sometimes mentally communicated with each over long distances – Galadriel being their most powerful exponent. But none from the Race of Men had ever demonstrated this ability. Not even the most adept human sorcerers had even come close to exercising such power.

It got Gandalf speculating if this really was a woman in front of him. Maybe the Valar had sent a new Wizard to Middle-earth. But why send them in a completely different manner and form to previous ones? And surely the new member would've been able to immediately identify the existing _Istari_. There was also the disturbing possibility the woman was a servant of the Enemy. In Gandalf's experience though, such servants initially avoided from doing anything that could tip off their identity. Whatever the case, this was one stranger who had to be immediately questioned.

"Who are you and where are you from?" he cautiously asked her.

Wanda felt honesty was the best policy. Maybe this 'Gandalf' couldn't read minds like she could. But him picking up her telepathy showed he couldn't be underestimated either.

"I'm Wanda, Wanda Maximoff," she introduced herself before coming to the point. "You're probably not going to believe this. But I shouldn't be here. I'm from a completely different world."

Gandalf considered this information a moment. To Wanda's surprise, the Wizard's eyes twinkled when he answered.

"Well, that at least explains your accent, milady," he wryly observed. "Not to mention your attire."

Wanda couldn't help but release an impish smile at Gandalf's playful teasing. Maybe he was using magic of some kind, but she began feeling more relaxed in the Wizard's presence.

"I'm sorry about reading your mind before," she friendlily apologised. "It's just I want to get back home. My friends will be worried about me."

Gandalf didn't have Wanda's powers of telepathy. He nonetheless had a particularly keen sense if someone was lying to him. Nor was it the only reason he'd begun to trust Wanda. One of the Enemy's servants wouldn't claim to come from another world least they rouse suspicions. Gandalf's initial guardedness now gave way to a mix of sympathy and curiosity.

"I'm sure they are, Wanda," he finally addressed by name. "And I'd like to help you. But I'll first need to know more about where you're from."

"That could take a while," she warned with heavy understatement.

Gandalf was prepared to listen to her whole story. Unfortunately, time was pressing for the Quest for Erebor. And while Wanda seemed naturally kind, it would be unwise to leave her own her own. If only to save her from being found by overly inquisitive Halflings. Wanda mightn't be as patient with their incessant question as he'd learned to be.

"I'm on my way to visit an old friend." Gandalf revealed before suggesting, "You could tell me on the way."

Wanda had little doubt the other Avengers were desperately trying to find her. But nor did she believe in just wait for something to happen. Wanda accepted Gandalf's offer to accompany him with a grateful nod. The pair of them began walking along the road into Hobbiton.

"Who's this friend of yours?" Wanda resumed conversation.

One of the first things she learnt about the Grey Wizard was his habit of answering in riddles.

"Hopefully it's the same boy who loved my fireworks," Gandalf fondly recalled.

* * *

The walk to Hobbiton was uneventful for Gandalf but eye-opening for Wanda. She couldn't help but take in the scenery along the journey. The Shire was covered in pristine fields and meadows. The pleasant aroma of apples could be smelt from nearby orchards. The canola crops being grown in surrounding farms were the brightest yellow Wanda had ever seen. All things considered, Ultron's device could've sent her to far worse places.

The pair was at Hobbiton's outskirts when Wanda finished describing how she'd come to Middle-earth. It included telling Gandalf how she'd come by her powers. However, Wanda's grief was still raw to talk about Pietro and the Battle of Sokovia. Gandalf listened intently throughout. True to his word, he put aside the many questions he had about the experimentation Wanda had been subjected to. All his focus was on trying to help Wanda as promised.

"I've never heard of Sokovia," was Gandalf's initial reaction. "And the device that sent you here sounds unlike any I've encountered."

"I shouldn't stood within a hundred miles of it," Wanda chided herself.

"Don't be too hard on yourself, Wanda," Gandalf counselled her. "You couldn't have known."

Now the Sokovian smiled as he recalled her conversation with Romanoff about the Mind Stone.

"You're the second person who's told me that today," Wanda wryly reflected before becoming serious. "Do you think you can help me?"

Gandalf's replied was tinged with regret.

"Unfortunately, Wanda, I'm still not sure," he admitted. "I'll need to think about it a bit more."

Wanda was about to ask Gandalf how much time he'd need. However, her attention was suddenly grabbed by something else. The pair had now entered Hobbiton. It was comprised of a variety of wood and thatched buildings. There didn't seem to be any sophisticated machinery beyond a bellows forge or handloom. On that basis, she wasn't all that surprised by the antiquated clothing worn by the inhabitants – though hardly any of them were wearing shoes. The town centre was bustling with a multitude of men, women and children going about their business or socialising. What did surprise her were they all seemed to be between two to four feet tall! Nor was Wanda the only one surprised.

A visit by Gandalf would usually cause a stir among Hobbiton's inhabitants. Children alone would run up to him begging for a display of his fireworks. But it was Wanda who was at the receiving end of hundreds of curious looks and puzzled murmurs.

Wanda had something in common with Banner. Just as Other Guy didn't come with an on/off switch, nor did Wanda's telepathy. Even if she wasn't actively probing minds, she still heard people's thoughts like a background hum. Thoughts on the back of strong emotions were particularly noticeable. And thoughts directed straight at her were almost impossible to tune out. None of Hobbiton's inhabitants said anything to Wanda. But they may as well have been screaming their thoughts at the top of their lungs.

 _Who is she?_ A farmer wondered about her.

 _How dare he bring big folk among us!_ A snobbish woman fulminated about Gandalf's companion.

 _Maybe she's his grand daughter?_ A fisherman speculated to his customer.

The fisherman's thoughts were particularly bittersweet for Wanda. One of her happiest memories from childhood was sitting on her maternal grandfather's lap as he read fairy stories to her. He was the twin's sole surviving grandparent who passed away a year before their parents were killed. Wanda's curious expression at the town's inhabitants hadn't gone unnoticed.

"I take Hobbits aren't exactly common in your world?" Gandalf inferred.

Wanda shook her head now knowing what this race was called.

"I thought they were dwarfs," she admitted.

Wanda was baffled why the Grey Wizard happily chuckled at this.

"What?" Wanda curiously asked him.

"Forgive me, Wanda," Gandalf mirthfully apologised, reflecting on the quest at hand. "You just said something quite ironic!"

The Wizard sobered before educating Wanda about the race that held a special place in his heart.

"Yes, Hobbits prefer to keep to themselves," he began. "They're a merry, peaceful folk. More concerned about food and gift giving than the troubles of the wider world." Gandalf paused before adding, "And thankfully, the wider world has concerns other than the existence of Hobbits."

Wanda immediately picked up on the sub-text.

"Do they face danger?" she tentatively guessed about the Shire's inhabitants.

Gandalf was moved to hear this. Wanda hadn't even known about Hobbits until a few minutes ago. But she sounded genuinely concerned about their welfare. Gandalf sadly reflected such empathy was becoming increasing rare between the Free Peoples.

"Not as long as I can help it," he softly resolved.

Wanda and Gandalf exited Hobbiton over a narrow stone bridge next to which stood a water mill. After a short distance, they passed by an enormous tree before commencing to climb the path of a steep green hill. Wanda noticed the hill was dotted with round wooden doors and windows.

"Do they all live underground?" she questioned about the strange houses.

"Hobbit-holes have been their favourite dwelling for as long as I can remember," Gandalf confirmed. "Some families have lived in the same hole for generations – like the one at the top of the hill. It's called 'Bag End' which so happens to be my friend's house."

The Avenger just realised she'd overlooked something important about Gandalf's friend.

"What's his name?" Wanda asked.

"His name is 'Bilbo Baggins'," Gandalf answered. "He comes from a long and distinguished family line. And Bilbo has a chance to distinguish it even further."

"What do you mean?" Wanda queried.

Gandalf hadn't sensed Wanda trying reading his mind again. He respected how she refrained from invading people's privacy (He reflected that not all from the Race of Men would show such restraint if they had such power). Wanda's knowledge of Middle-earth was therefore still likely to be sketchy. Much about the Quest for Erebor would currently be lost on her. Far more importantly, who got told about the quest was ultimately Thorin's decision. On that basis, Gandalf decided not to complicate matters for the time being.

"I'll explain later, Wanda," he assured her. "Let me just introduce you to Bilbo for now."

Wanda gave an absent nod in response. They reached Bag End within moments. Wanda noted its smooth brickwork and circle windows. She found the front door its most distinguishing feature though. It was perfectly round like a porthole, painted green, with a shiny yellow brass knob in the exact middle. Her attention was quickly drawn away from Bag End to its owner. Gandalf and Wanda walked up to him opposite Bag End's fence.

Bilbo Baggins was seated on a bench in his front garden. Bilbo's reddish brown hair contrasted to his pale complexion. He currently wore breeches and a magnificent gold waistcoat. If Bilbo were human, Wanda would've guessed him to be in his late thirties. The Hobbit was currently completely unaware he had visitors. His eyes were shut as he smoked his pipe having just finished second breakfast a short while ago. Bilbo released a smoke ring with a contented sigh. It was then that Wanda witnessed Gandalf's magic for the first time. The Wizard seemingly willed the smoke ring to take the form of a moth. The moth briefly fluttered before it smacked into Bilbo's nose. Wanda smirked as Bilbo's eyes sprung open in surprise. The Hobbit was even more surprised by his strange looking visitors.

"Good morning," he cautiously greeted them.

"What do you mean?" Gandalf quizzically replied. "Do you mean to wish me a good morning, or do you mean that it is a good morning whether I want it or not? Or, perhaps you mean to say that you feel good on this particular morning. Or are you simply stating that this is a morning to be good on?"

Wanda's initial reaction was even Vision would've struggled to turn such a simple greeting into a multitude of riddles.

"All of them at once I suppose," Bilbo replied somewhat flummoxed.

The Hobbit considered his visitors even closer. Wanda sensed Bilbo had no idea about Gandalf's identity let alone hers. He was particularly unsettled by the strange and judgmental look he was receiving from Gandalf.

"Can I help you?" Bilbo tried finding the reason why.

"That remains to be seen," Gandalf answered before raising his eyebrows. "I'm looking for someone to share in an adventure…"

Bilbo's eyes widened in fright at the wizard's unsubtle hint. His strong reaction resulted in his thoughts flying towards Wanda. The Avenger mentally saw how Bilbo equated 'adventure' with being lost alone in a dark forest being chased by a large and hungry wolf. Bilbo rejected Gandalf's initial offer with an unsubtle hint of his own.

"An adventure?" Bilbo repeated before firmly stating, "No, I don't imagine anyone west of Bree would have much interest in adventures. Nasty, disturbing, uncomfortable things. Make you late for dinner."

Bilbo walked over to his letterbox and took out his mail. He started reading the envelopes, pretending to take no notice of his visitors. Bilbo didn't want to be rude to the young woman who hadn't said a word. But he really wanted to the old man to go away. The old man didn't move however as he gave Bilbo a disapproving look. The Hobbit tried wrapping things up with another unsubtle hint.

"Well, good morning," he curtly farewelled them before heading back inside.

Bilbo didn't know just how frustrated the old man was with him. The young woman had a very good idea though.

 _Oh for goodness sake!_ Gandalf thought in exasperation.

"To think that I should have lived to be good morning'd by Belladonna Took's son, as if I were selling buttons at the door!" he fumed at the Hobbit.

Bilbo halted upon hearing his beloved mother's name. "Beg your pardon?"

"You've changed, and not entirely for the better, Bilbo Baggins," Gandalf observed to him.

Bilbo felt somewhat guilty about his circumspect attitude before. Clearly the old man knew him even if Bilbo couldn't remember them crossing paths before.

"I'm sorry, do I know you?" he asked to force the issue.

Gandalf introduced himself in roundabout fashion. "Well, you know my name, although you don't remember I belong to it. I'm Gandalf! And Gandalf means … me."

Bilbo's eyes lit up at the name. Wanda picked up memories of Bilbo's childhood. It was of him playfully tapping Gandalf with his toy sword before being stopped by his apologetic mother. Gandalf's reference to the young boy who loved fireworks now made sense.

"Gandalf...not Gandalf, the wandering Wizard, who made such excellent fireworks!" Bilbo excitedly remembered. "Old Took used to have them on Midsummer's Eve."

The Wizard coyly passed off Bilbo's praise. Bilbo's memories gave Wanda pause for thought though. Gandalf's appearance in Bilbo's childhood was exactly the same as it was now. It was highly unlikely the Wizard was human – not even an 'Enhanced' like herself.

"Ha!" Bilbo laughed at the memory. "Hmm, I had no idea you were still in business."

Gandalf promptly frowned at this.

"And where else should I be?" he huffed

Bilbo awkwardly pointed his pipe towards the ground in the distance. "Ah, hmm..."

Wanda almost laughed at this. The pair's byplay reminded her of the sort Rogers and Stark often engaged in.

"Well, I'm pleased to find you remember something about me," Gandalf grumbled. "Even if it's only my fireworks."

Gandalf never saw people as tools to be cynically manipulated. But nor was he above using a situation to his advantage. Wanda's presence offered a perfect opportunity to get what he'd originally come to Bag End for. The opportunity to secure the services of an unwitting burglar for the company of Thorin Oakenshield.

"I happen to remember your mother's generous hospitality." Gandalf continued before pointedly hinting, "I hope the courtesy of Bag End has in no way lessened?"

Hosting guests to pass away the hours while eating and smoking was an entrenched Shire tradition. Hobbits who kept to themselves were regarded with suspicion or met with tight lipped disapproval. Being called inhospitable was one of the worst insults to any Hobbit of standing. And providing a lower standard of hospitality than their deceased relatives was unthinkable. Bilbo had a nervous twitch upon remembering how his mother treated guests to Bag End. He hadn't had to provide a similar level of hospitality for quite some time.

"Of course it hasn't," Bilbo confirmed uncomfortably.

Gandalf slightly smiled having the Hobbit right where he wanted him.

"Good," he replied before finally introducing the young woman to his left. "Bilbo, this is Wanda."

"Um, how do you do?" Bilbo greeted her.

"Hi," Wanda simply replied.

"Wanda's gotten lost and I'm trying to help her get back home," Gandalf continued introductions. "I hope you can look after her while I attend to some other matters?"

Bilbo was considered among the Shire's most eligible bachelors. Him hosting a visit by a young hobbit lass would normally be the source of much gossip. Hosting a young _human_ woman would really get tongues wagging. Unfortunately, he couldn't really back out due to what he'd said about Bag End hospitality.

"I...suppose...so," Bilbo agreed with mixed emotions.

Wanda looked at Gandalf in surprise.

"It's nothing for you to worry about, Wanda," he sincerely assured her. "I think I've an idea how to get you back. But it first requires me to talk to some others."

"Sure," Wanda accepted this.

"I'll return to you this evening," Gandalf promised before adding, "I'm sure you'll find Bilbo a most excellent host."

Bilbo felt some umbrage at detecting a trace of irony in the wizard's tone. As Gandalf hoped, he'd goaded the Hobbit into extending Wanda every courtesy. Bilbo stood to his full height before opening the front door wide.

"Please come in, Wanda," Bilbo offered like a dignified lord of the manor.

"Thank you," she simply accepted before walking up the garden path inside.

Bilbo hurriedly closed the door behind them. He was glad to finally be out of Gandalf's uncomfortable presence for at least a few hours. A pleased Gandalf lightly chuckled at the outcome of his machinations. Bilbo was so distracted hosting Wanda he didn't even hear the wizard walking up his garden path. Gandalf surreptitiously marked the front door with his staff before departing Bag End.

* * *

Bilbo closed the front door behind him. He'd never seen a human before let alone have one as a guest. Noting Wanda's height, he thought it best to give her some obvious advice.

"You might need to mind your head a bit," he suggested to Wanda.

Wanda simply gave an absent nod as she took in a home unlike any she'd been in. Bag End's exterior was small and modest. Its interior though was surprisingly spacious and extensive, comprising many rooms joined by a warren of passageways: a sitting room made cosy by a homely hearth; a study stuffed with books and papers; bedrooms and bathrooms; a more than serviceable kitchen; and an extremely well-stocked larder. Wanda felt Bag End would keep its inhabitant's safe and warm even in the face of the fiercest storm. She ducked her head under the sitting room's door frame as she followed Bilbo.

"Please make yourself at home," he said. "You're just in time for morning tea. Do you like chamomile?"

That sounded perfect to Wanda after what she'd been through over the last couple of hours.

"That would be lovely thanks, Bilbo," she accepted.

As the Hobbit went into kitchen, two portraits above the fireplace caught Wanda's attention. They were paintings of a dark-haired man and woman. From Bilbo's memories, she quickly identified the woman was Belladonna Took. She made an obvious guess about the man's identity.

"Is the man in this portrait your father?" she called out to her host.

"Yes," Bilbo's proud reply echoed back from the kitchen. "He actually built this place. He and my mother moved into it just after they were married."

"How long ago was that?" Wanda followed up.

"About fifty years ago," Bilbo answered as he began pouring the kettle. "I was born the same year they moved in."

Wanda recalled her first impressions of Bilbo. She concluded hobbits must be older than they look. Perhaps they had a longer average lifespan than humans did? Bilbo now rejoined her carrying a tray with a teapot, cups and a large seed cake. He nodded they sit at a large wooden table. As they did so, Wanda received another surprise about the nature of hobbits.

"You caught me a bit unprepared I'm afraid," Bilbo said as he placed down the tray. "I hope you don't mind having to share this cake?"

This confused Wanda. "Why would I mind sharing?"

"Normally I'd have a cake for each of us," Bilbo explained matter-of-fact. "I'll need to get some when I go to market this afternoon."

Wanda shared dinner with the other Avengers in the week leading up to Pietro's funeral. She was privately staggered a hobbit seemed to have a similar appetite as the God of Thunder. Bilbo had started feeling more comfortable as he poured the tea and cut each of them a slice of cake. Wanda's accent though was unlike any the Hobbit had heard before. He tried narrowing down which realm of Men was home to her.

"So where are you from?" Bilbo enquired after passing Wanda her tea. "Bree? Rohan? Gondor?"

"Sokovia," Wanda plainly said before taking a sip.

"Oh," Bilbo simply noted having never heard of the place. "Is it close by?"

Bilbo thought her reply was worthy of a Wizard.

"That's a very, very good question," Wanda replied with uncertainty.

Her initial reading of Gandalf's mind gave no indication if she was on a planet thousands of light years away from Earth or in an entirely different dimension. How could she explain to Bilbo that being instantly sent here from Sokovia didn't necessarily mean it was close? The Avenger then had an idea.

"Do you have a map at all?" Wanda requested. "Of Middle-earth?"

Bilbo's eyes lit up like when he recalled Gandalf's fireworks.

"Just a moment," he excused himself.

Bilbo hurriedly walked to his study. He loved maps of all sorts. In his hall there hung a large one of the Country Round with all his favourite walks marked on it in red ink. Nor was he only interested in maps of the Shire. Maybe it came from his mother's side of the family who had a history of exploring the wider world. But one of Bilbo's hobbies was collecting maps covering all places far and wide. He quickly found one of all Middle-earth before returning with it to Wanda. Bilbo rolled out the large piece of parchment on the table for her to look at. Wanda sucked in breath at what she saw.

Middle-earth looked to be a vast continent next to an equally vast sea to the west. Its topography varied from long mountain ranges, sweeping plains to large and dense forests. There also seemed to be settlements dotted throughout the land. She noted the Shire's location in its north-west before spotting one of the locations that Bilbo had mentioned.

"That's the Bree you were talking about?" she sought confirmation.

Bilbo nodded before pointing at other spots on the map. "And that's Rohan and that's Gondor." He then said baffled, "Can't see Sokovia though."

Wanda sensed Bilbo's confusion was sincere. He seemed to believe Sokovia was a nation of Men he hadn't heard of until now. Maybe Bilbo wasn't into adventures. But he seemed to possess a reasonable book-knowledge about Middle-earth. He might be able to explain the reactions Wanda received earlier from his fellow hobbits.

"Humans don't come here all that often do they?" she referred to the Shire.

"You're the first one in these parts for a thousand years," Bilbo affirmed from history. "We're more likely to see Elves and Dwarves passing through."

Wanda blinked upon hearing Hobbits weren't the only non-human race in Middle-earth.

"Elves and Dwarves?!" she checked with a degree of incredulity.

Bilbo simply verified with a nod. Until now, the only 'Elves' Wanda been aware of were the sort that Thor had struggled against. Gandalf calling her remark about dwarfs ironic also partially made sense now. Wanda looked out the sitting room window to take this in. Her thoughts again returned to her grandfather's fairy stories.

"Are you alright?" Bilbo asked why she was silent.

"I was just thinking my five-year old self didn't see this coming," she dryly reflected.

* * *

 **Unlike** _ **AoTR**_ **, I wanted Wanda to be right at the start of events in this story. The Shire was part of Arnor before it was granted to the Hobbits around 1601 TA.**

 **Movieverse Galadriel might be the only telepath in Middle-earth in the same sense as Wanda. But Saruman and Gandalf's mental exchange on Caradhras implies some sort of psychic ability among the Wise more generally. The other thing is that the Ainur are offspring of the Illuvatar's thoughts. I'd argue a Maia, even in restrictive form, would sense their mind being read.**

 **Keen readers will also note this story also draws on text from** _ **The Hobbit**_ **as well as the visual guides for the film trilogy.**


	4. Opportunity Knocks

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

20/07/2016

* * *

 **Chapter 4 – Opportunity Knocks**

Wanda remained at Bag End when an understanding Bilbo went shopping. Not wanting to draw any more attention was the major reason. However, Wanda also lost herself in the books Bilbo had supplied her with. Time flew as she read about those known as 'The Free Peoples' as well as their assorted histories. And just like in Earth fairy tales, Middle-earth was home to evil denizens as well. The Free Peoples had battled for thousands of years against trolls, goblins and creatures called 'Orcs'. Wanda's attention was grabbed by one evil being in particular. She wondered if Ultron had a lost twin after reading about a Dark Lord who tried and failed to remake Middle-earth in his image.

Night had fallen over the Shire as Wanda sat at the kitchen table. Bilbo, still in his waistcoat and breeches, was by his stove serving their supper. The trout and vegetables smelt delicious – even though Wanda was already quite full. Apart from the cake, Bilbo had served her an endless stream of bread, cold meats, cheese and fruit throughout her stay. She also sensed Bilbo was quietly stewing about her for some reason. Wanda's telepathy picked up the reason why. The Hobbit wasn't annoyed about her as such. It was the barrage of questions he'd received about her while he'd been shopping. Wanda indirectly extended her sympathy as Bilbo placed their supper on the table.

"You've been too kind to me, Bilbo," she thanked him for hosting her.

"I've enjoyed having you, Wanda," he graciously accepted it. "It's been a while since I've had a guest for supper. Normally, I would've had my bath and be in my pyjamas by now."

A hot bath to relax sounded good to Wanda. Her thoughts were interrupted as the doorbell rang. Bilbo was only expecting one other visitor this evening.

"That must be Gandalf," he concluded.

Wanda paused a moment upon sensing something other than the Wizard.

"No, that's not him," she softly discounted.

Bilbo was more than curious about this. "How do you know?"

Wanda realised she'd accidentally let slip about her telepathy. Fortunately, she was saved from having to explain as the bell rang a second time. Bilbo got up out of his chair to answer the door sure it was Gandalf. Wanda didn't leave the kitchen as Bilbo opened the door. She clearly heard Bilbo's conversation with his unexpected visitor. The visitor spoke with a deep voice similar to a Scottish or Irish brogue.

"Dwalin, at your service," he introduced himself.

"Bilbo Baggins at yours," Bilbo cautiously replied.

Dwalin let himself in Bag End. Bilbo was more confused about this than he'd initially been with Gandalf and Wanda's visit. Maybe Dwalin was like Gandalf – a childhood acquaintance he'd forgotten about.

"Um, do we know each other?" Bilbo checked.

"No," Dwalin curtly replied.

Wanda picked up his thoughts – Dwalin was a Dwarf. She got up and walked into the sitting room to see what he looked like. Dwalin was about five feet tall with a short but thick brown beard. He wore a coat similar in colour, its shoulders being covered in fur. His balding head had a number of tattoos that Wanda couldn't quite make out. However, she clearly saw the two axes that Dwalin was carrying across his back. There was no doubt in Wanda's mind that the Dwarf was a warrior by profession. Upon seeing Wanda, Dwalin wasn't so sure about hers.

"Is she your maid?" he asked Bilbo.

The Hobbit had been asked this question several times earlier when he was at the market.

"No," he sighed in frustration. "Wanda's my guest. In fact, we were just about to have supper."

Dwalin considerably cheered at this.

"Oh good!" he reacted. "He said you'd have it ready for us."

Bilbo was now at a complete loss. He was the only one who could invite guests to Bag End.

"Who said?" he enquired as he followed behind Dwalin into the kitchen.

Wanda avoided her mistake from a few minutes ago. She didn't voice what her telepathy picked up. Still, Bilbo had a point. Why would Gandalf direct a Dwarf here? Was it something to do with those 'other matters' Gandalf referred to? She put aside such questions as she joined Bilbo and Dwalin in the kitchen. The Dwarf was already hungrily eyeing the supper served on the table.

"Which one's mine?" Dwalin asked.

Before Bilbo could reply, Wanda directed Dwalin to her plate. The Hobbit worried about Gandalf hearing she made this sacrifice. Guests giving up their meals wouldn't help Bilbo's reputation for hospitality.

"That's yours, Wanda," Bilbo pointed out.

"It's alright, Bilbo," she assured him. "I'm not that hungry."

"Much obliged to you, lass," Dwalin gruffly thanked her as he sat down in her spot. "You're much more hospitable than your friend here."

Bilbo's eyes rolled in exasperation. He was about to offer Wanda his supper to regain face. However, the pair's attention was quickly taken by Dwalin's eating habits that were ever bit as gruff as his speaking manner. The Dwarf scoffed down the meal in quick time, eating the whole fish bones and all. Dwalin gave his stomach a satisfied pat.

"Very good this," he complimented the cooking. "Any more?"

The doorbell rang again before Bilbo could answer. Wanda sensed it was another Dwarf. Interestingly, some of his thoughts were about her.

"I'll get it," Wanda volunteered before departing the kitchen.

Bilbo was dismayed as his authority over Bag End continued to erode. Since when did guests answer their host's door? Dwalin was completely unsympathetic, having no time for social niceties.

"Well?" he reminded Bilbo of his request.

A dazed Bilbo placed on the table a plate of biscuits. Dwalin would've normally started devouring them in an instant. He instead gave Bilbo some advice first.

"You could learn something about hosting from that lass," the Dwarf told him.

Wanda opened the door to reveal a Dwarf who had a long white beard and wore a red robe. She guessed this was an elderly Dwarf. But his friendly bow didn't show a hint of infirmity.

"Balin, at your service," he announced himself with a warm and kindly voice. "And you must be Wanda."

Wanda smiled at being recognised.

"Gandalf told you about me?" she deduced.

"Aye, lass," Balin confirmed as he walked inside. "He asked me to ensure the lads behave around you."

Wanda wasn't insulted about being called 'lass' again. From what she'd read, Middle-earth seemed to be a male dominated society similar to Medieval Europe. Dwalin and Balin's sexism was of the benevolent rather than malicious kind.

"Well, one of your friends is already here," she informed him.

"Friend?" Dwalin repeated in mock dismay. "Is that what he told you?"

He'd left the kitchen as soon as he heard Balin's voice. Wanda got an immediate answer about the reason for Dwalin's reaction.

"Oh, ha ha!" Balin happily responded. "Evening, brother."

The two continued their fraternal gamesmanship, oblivious to Wanda's sad twinge upon hearing the word 'brother'.

"By my beard," Dwalin remarked as his brother approached him, "you are shorter and wider than last we met.'

Balin gave a knowing wink. "Wider, not shorter. Sharp enough for both of us."

The brothers knowingly laughed before putting their arms on each other's shoulders. A bewildered Bilbo looked on as the pair smashed their foreheads together. Wanda imagined the shockwave from a similar exchange between Thor and Hulk flattening half the Shire. Bag End's owner made a faint hearted attempt at asserting his authority.

"Excuse me," Bilbo sought the brother's attention. "Are you sure you've come to the right place?"

Balin was slightly concerned. "What, am I late?"

Before Bilbo could ask what Balin meant, Dwalin put a fraternal arm around his brother's shoulder.

"Not at all, brother," he began leading him into the kitchen. "You hungry? Well, there's a lovely serve of trout that's getting cold."

Wanda followed Dwalin and Balin into the kitchen. Bilbo followed a moment later after he senses caught up with him. Balin sat in Bilbo's chair and promptly ate the Hobbit's supper. Wanda well knew this flabbergasted the hungry Hobbit. She refrained from intervening given the Dwarves had been sent here by Gandalf. Besides, it wasn't as though Bilbo had a shortage of food.

"I can make you something if you like, Bilbo," she tried consoling him.

Dwalin overheard this. It firmed the good initial impression Wanda had made on him.

"You hear that, Balin?" he told him. "When I got here, the lady offered me supper without even having to be asked."

"I'm not surprised, brother," Balin replied before looking at Wanda approvingly. "Gandalf said she's a kind lass."

The compliment saw Wanda momentarily blush. Dwalin was embarrassed by it for a different reason. He felt somewhat guilty having first assumed Wanda was a servant girl.

"Why didn't you say you were with Gandalf?" he asked out of concern.

Wanda decided to be economical with the truth. "Well, no one told me you were coming."

While his guests had been conversing, Bilbo had launched into a quiet and earnest monologue about uninvited guests. The trio heard the Hobbit's closing remark about having to be 'blunt' with them.

"I'm sorry," Bilbo concluded.

Balin assumed he was taking responsibility for Wanda's ignorance about his brother's arrival.

"Apology accepted," the elderly Dwarf absolved him.

Bilbo's face clenched in annoyance that he'd been misunderstood and his monologue ignored. That annoyance grew when the doorbell rang again. As Bilbo stormed off to answer it, Wanda's telepathy told her another pair of Dwarven brothers had arrived. The brothers she was familiar needed her help on something.

"Excuse me, Wanda," Balin politely got her attention. "Is there a bigger table we can sit around?"

"There's a dining room just down the passage," Wanda directed him.

"Excellent," Balin happily reacted. "We need somewhere all the lads can fit in."

Wanda's curiosity was piqued as she followed Dwalin and Balin into the passageway. She ignored in the background one of the new arrivals calling Bilbo 'Mr Boggins'.

"How many of you are coming?" she asked Balin and Dwalin.

"Quite a few, lass," the latter replied as they began to organise seating around the dining table. "They're all the part of the quest."

"Quest?" Wanda repeated unsure.

Given Wanda's connection to Gandalf, Dwalin incorrectly assumed that she was here for the same reason he was.

"To Erebor," the Dwarf clarified what he believed was the obvious.

Wanda didn't want to pry into something that mightn't really be her business. But given the exceptional circumstances, she allowed herself to lightly probe Dwalin's thoughts. She saw images of a tall mountain that was home to a grand and powerful Dwarven kingdom. She prevented herself from gasping in awe at the mountain's interior. It hosted magnificent stone structures with piles of gold and precious gems seemingly everywhere. However, Wanda also sensed the Dwarves had somehow been driven out of the mountain decades before. The Avenger wondered how she could ask Dwalin about it without drawing on his suspicions. Consistent with tonight's pattern, her thoughts were soon interrupted.

"I assume this isn't you're mother?" a voice cheerily teased Bilbo.

Wanda turned around and saw a young, black-haired dwarf standing behind her. Compared to Balin and Dwalin, his handsome face only possessed a stubble beard. The dwarf had a twinkle in his eye as he gave Wanda a flirtatious smile.

"And I doubt you're his maid," he addressed her knowingly.

"No, just a guest," Wanda humoured him. "I'm Wanda."

"Kili, at your service," he introduced himself.

The Dwarf lightly took Wanda's hand and kissed it. Wanda was flattered by Kili's charm even if she wasn't taken by it. His roguish charm was similar to Pietro's. Kili's older brother now joined them.

"Fili, at your service," he copied Kili's introduction.

In contrast to Kili, Fili was sandy-haired and possessed a more reserved nature. He demonstrated it by giving Wanda a deferential bow. Their Uncle Thorin had also tasked Fili to keep an eye on his brother's exuberance. He moved to curb any offence Wanda might have taken from Kili's overt flirting.

"I apologise for my brother," Fili said giving him a fraternal pat on the back. "He fancies himself a ladies man despite all evidence to the contrary."

Wanda smiled at this. She sensed Fili's assessment about his brother was shared by the other Dwarves present.

"Well he can make amends by giving us a hand," Dwalin brusquely intervened. "Come on you two."

Kili didn't miss a beat.

"Mister Dwalin!" he excitedly greeted him while being led into the dining room.

As the Dwarves resumed setting up the dining room, Wanda noticed Bilbo down the passageway. Fili and Kili had dumped their arsenal of weapons into his undersized grasp for safekeeping. The poor Hobbit threatened to topple over from the weight he was struggling to carry. Wanda immediately rushed up to help him.

"Here, Bilbo," she offered before taking some of the load.

"Thank you, Wanda," Bilbo puffed under strain.

Part of the Avenger wanted to use her telekinesis to completely relieve the Hobbit of an unwanted burden. Then again, Bilbo was perplexed about the situation already. After taking a steadying breath, Bilbo realised he'd overlooked something important from a short while ago.

"Wait a moment," he began. "Balin mentioned Gandalf saying you're kind." The Hobbit partially joined the dots before non-accusingly asking Wanda, "Did Gandalf mention anything to you about these dwarves?"

Wanda answered with a simple shake of the head. Bilbo accepted this before having another thought.

"They seem to like you at least," he observed with underlying frustration. "Have they said anything about why they're here?"

The doorbell saved Wanda from having to give an awkward reply. A fed-up Bilbo reacted by dumping his load of weapons on the floor. He resolutely strode up to the front door.

"Oh no," he groaned before launching into tirade. "No, no! There's nobody home. Go away, and bother somebody else. There's far too many dwarves in my dining room as it is. If- if- If this is some clotterd's idea of a joke, ha ha, I can only say, it is in very poor taste."

Bilbo grabbed the doorknob in a fit of pique. He was momentarily halted from turning it open.

"You might want to stand back," Wanda warned after what she sensed on the other side.

Bilbo gave this a confused frown. He nonetheless followed Wanda's advice and was glad to have done so. After opening the door, group of eight dwarves collapsed in a pile on the floor. The dwarves struggled to get up, grumbling and blaming each other for their predicament. Bilbo's attention was quickly on whom still stood outside. It was the individual responsible for sending Bag End its unexpected guests.

"Gandalf," Bilbo sighed in realisation.

* * *

Bag End's interior was now a flurry of activity. The Dwarves, now twelve in number, boisterously went about preparing a lavish supper. Most of them continually raided Bilbo's pantry while others claimed whatever chairs they could find to squeeze around the dining table. The Hobbit's hapless protests and pleas for them to stop echoed in the dining room.

" _Excuse me…Put that back…No, no, that's Grandpa Mungo's chair!"_

Wanda was in the dining room alongside Gandalf. She made to help the dwarves with setting plates and cutlery. Their sense of gallantry was appalled that Wanda felt so obliged.

"Don't trouble yourself, lass," Balin stopped her. "You've been kind enough to us already. It's our turn to look after you now."

Gandalf noticed a flicker of uncertainty on Wanda's face.

"Dwarves are stubborn to the point of politeness, my dear," Gandalf wryly counselled in her ear. "I'd just accept the offer."

Wanda accepted this with an equally wry nod. Freed of helping with setting up, she had a second look of the dwarves that had arrived with Gandalf. She was sure the wizard wouldn't mind her using her telepathy to keep track of their names – Oin, Gloin, Dori, Nori, Ori, Bifur, Bofur, Bombur. There were three sets of brothers among the eight of them. Each dwarf though had his idiosyncrasies.

Oin was an aging dwarf who needed to use an ear-trumpet due to the onset of deafness. His younger brother Gloin was a stout warrior who also happened to be the company's treasurer. Dori considered himself something of a sophisticate exemplified by his silver beard-case. Nori had a crafty nature suited to him being an expert hunter and forager (occasionally slipping into theft). Ori, the company's youngest dwarf, was a talented artist who liked writing and sketching in his journal. Bifur had an ugly looking axe-head buried in the front of his skull; making him mutter and grunt in a strange tongue. He was also cousin to the remaining two dwarves. Bofur was a quick-witted miner who wore a strange 'bomber' style hat. As for his brother Bombur, Wanda imagined Stark greeting the enormously fat dwarf.

" _You must be the one Snow White never mentioned – Blobby."_

Wanda's observations about the new arrivals were quickly verified. Dori came up to her and Gandalf carrying a teapot and cups on a tray.

"Excuse me, Lady Wanda," he deferentially called her. "Can I tempt you with a nice cup of chamomile?"

Wanda had quite enjoyed the taste of the chamomile Bilbo served her for morning tea.

"Yes please, Dori," she thanked him. "And it's just 'Wanda'."

Dori elegantly poured Wanda a cup before passing it to her.

"Mister Gandalf?" he made the same offer.

"Oh, no thank you, Dori," the wizard declined before revealing what he really wanted. "A little red wine for me, I think."

Wanda followed Gandalf into the passageway as Dori went off to fetch the wizard's order. As Bilbo tried wrestling a bowl of tomatoes off Nori, Bifur came up to Gandalf and talked to him through body motions and grunts. The Grey Wizard understood him perfectly.

"Yes, you're quite right, Bifur," Gandalf concurred. "We appear to be one dwarf short."

"Who?" Wanda reflexively asked.

Gandalf's answer was typically enigmatic. "The one I need to talk about you."

Dwalin was near the pair holding a mug of ale as he leaned against the passage wall.

"He is late, is all," Dwalin discounted the wizard's concerns. "He travelled North to a meeting of our kin. He will come."

Wanda mused Dwalin was more likely to provide a straight answer. Before she could ask who 'he' was, Dori returned with Gandalf's request.

"Mister Gandalf?" Dori excused himself. "A little glass of red wine, as requested. It's got a fruity bouquet."

Dori passed to Gandalf what Wanda considered a shot glass.

"Cheers," Gandalf thanked him before swallowing the wine in a single gulp. He looked at the glass with a sense of disappointment.

"Well you did say 'little'," Wanda needled him.

The pair was soon back seated at the dining table with the dwarves. There wasn't much subtlety about most of the dwarves' eating manners as they attacked the bounty they'd requisitioned from Bilbo's pantry. Wanda tried not to be sick as she ate a small serving of salad. Cold chicken, blocks of cheese, pork pies, sausages, cakes and jam tarts were devoured in quick time. It was Bilbo's ale the dwarves were most happy about. They made a boisterous toast before sculling their mugs. Nori then started belching to the amusement of his peers. It was then Balin remembered his promise to Gandalf.

Loud belching following a good drink was a traditional form of bonding among male dwarves. But they refrained from doing it in front of their womenfolk – belching to bond was a gender segregated activity among Durin's Folk. But in Balin's experience, human women had different sensibilities to their dwarven counterparts. The elderly dwarf banged the table with his fist.

"Mind your manners!" Balin berated his fellows. "There's a lady present."

Chastened, the other dwarves gave Wanda quiet apologies before resuming their feast. Wanda was no prude. She was nonetheless silently grateful for Balin's intervention. Thoughts about things prudish made her realise something important.

"Where's Bilbo?" Wanda quietly asked Gandalf.

Gandalf arched a knowing eyebrow. "You tell me."

Wanda quickly sensed Bilbo standing alone in his now empty pantry. The Hobbit was fuming on a number of levels. Not just about the dwarves' consumption of his whole food and drink supply. But also the nerve of Gandalf inviting such uncouth guests to Bag End in the first place. Wanda swapped roles with Gandalf.

"You might want to talk to him," she dryly suggested. "Like we say on Earth, he's about to have a full-on meltdown."

Gandalf chuckled at this before following her advice. Some of the dwarves also took the opportunity to stretch their legs and smoke their pipes. Wanda remained sitting at the table where she first witnessed Ori's endearing shyness.

"Excuse me, Mister Balin," he addressed the company's second-in-command. "But what do we do about our plates?"

Balin sought to coax the young dwarf out of his shell.

"I'm afraid you'll have to ask Master Baggins, young Ori," Balin directed him.

As Ori made a beeline to the Hobbit, Wanda leaned over to Balin. She wanted to know what sort of life spans Dwarves had compared to Hobbits.

"How young is Ori?" she discreetly asked.

Balin's answer again underlined that 'young' was a relative term in Middle-earth.

"Ah, he's only just turned ninety," Balin spoke like a human of that age talking about a great-grandchild. "It's his first adventure into the wide world."

Ori's adventure had already started with him asking Bilbo about his plate. The Hobbit was in the middle of venting to Gandalf about the Dwarves' presence and manners. Bilbo just about gave Ori a piece of his mind. Fortunately for Ori, he was saved by the timely intervention of another young dwarf.

"Here you go, Ori, give it to me," Fili assured him.

Fili took Ori's plate before he threw it to Kili. Kili promptly caught the plate before throwing it behind his back to Bifur standing at the kitchen sink. Bifur promptly caught the plate behind his back, without even looking at it. Wanda felt Rogers would've been proud of the reflexes on display as the dwarves began throwing the plates, bowls, and utensils to each other, eventually throwing them to the sink to be washed. It went without saying Bilbo didn't share her admiration.

"Excuse me, that's my mother's West Farthing crockery, it's over a hundred years old!" Bilbo panicked the dwarves would break it.

Wanda was just as baffled as the Hobbit at what happened next. The dwarves at the table began rhythmically drumming on it with their utensils and fists.

"Can you not do that?" an apoplectic Bilbo demanded. "You'll blunt them!"

"Ooh, you hear that, lads?" Bofur said in mock concern. "He says we'll blunt the knives."

To Wanda's amazement, the dwarves broke into song as they continued throwing the dishware.

" _Blunt the knives, bend the forks_

 _Smash the bottles and burn the corks_

 _Chip the glasses and crack the plates_

 _That's what Bilbo Baggins hates!_

 _Cut the cloth and tread on the fat_

 _Leave the bones on the bedroom mat_

 _Pour the milk on the pantry floor_

 _Splash the wine on every door_

 _Dump the crocks in a boiling bowl_

 _Pound them up with a thumping pole_

 _And when you've finished, if they are whole_

 _Send them down the hall to roll_

 _That's what Bilbo Baggins hates!"_

Bilbo was huffing in anger by song's end, only to find all the dishes stacked neatly and cleanly. Wanda found herself happily laughing at his reaction along with the dwarves and Gandalf. It was the first time she so laughed since Pietro's funeral. She was so caught up in the moment she hadn't sensed Bag End had a new visitor. All bonhomie ceased upon three loud knocks on the door.

"He's here," Gandalf softly said.

* * *

All Bag End watched Gandalf open the front door. Standing outside was a broad-shouldered, black-haired dwarf. The Dwarf wore a sky blue cloak and possessed a powerful, forbidding presence. Fittingly, he spoke with a rich and authoritative voice.

"Gandalf," he greeted the Wizard before stepping inside. "I thought you said this place would be easy to find. I lost my way, twice. I wouldn't have found it at all had it not been for that mark on the door."

 _Royalty_ was Wanda's immediate impression of him. An impression verified as several Dwarves gave him a deferential bow. This was all lost on Bilbo. His only concern was his house had been damaged.

"Mark?" Bilbo repeated before insisting, "There's no mark on that door. It was painted a week ago."

"There is a mark; I put it there myself," Gandalf awkwardly corrected him before making introductions. "Bilbo Baggins, allow me to introduce the leader of our company, Thorin Oakenshield."

Thorin cast an appraising eye on Gandalf's suggested burglar.

"So, this is the Hobbit," he began assessing him. "Tell me, Mister Baggins, have you done much fighting?"

"Pardon me?" Bilbo asked after a beat.

The very thought of being violent was an anathema to nearly every hobbit.

"Axe or sword?" Thorin sternly clarified. "What's your weapon of choice?"

Bilbo tried impressing his guest. "Well, I have some skill at Conkers, if you must know. But I fail to see why that's relevant."

"Thought as much." Thorin concluded before telling his followers, "He looks more like a grocer than a burglar."

Wanda felt Bilbo's hurt as the Dwarves laughed at their leader's observation.

"Are you always rude to your host?" she blurted out at Thorin.

Thorin gave Wanda an open look of disdain.

"And who are you to ask?" he scoffed. "His maid?"

That did it for Wanda. Unlike Dwalin and Kili, Thorin had used 'maid' as an insult. Wanda never backed down against the likes of the Avengers and Ultron. She certainly wasn't going to back down to this arrogant Dwarf King.

"I am Wanda Maximoff," she coolly declared herself. "The Avenger known as the Scarlet Witch." Wanda finished with a challenge of her own. "Care to see my weapon of choice?"

The Dwarves and Bilbo were all unnerved upon hearing the word 'witch'. Gandalf hadn't told Balin that Wanda was no normal human. The Wizard thought it best he broach the subject to the company himself. Thorin's rudeness had now thrown that plan into disarray. Gandalf had also been unsettled by Wanda's declaration but for a different reason than everyone else. He sensed a strange and mystical power surging within Wanda's very being. The Scarlet Witch was more than just a powerful telepath - she was possibly more potent than any member of the White Council. Gandalf swiftly intervened least she felt inclined to give Thorin a demonstration of her other 'magic'.

"Wanda's here at my invitation," Gandalf firmly told Thorin before telling a white lie. "She's no more a danger to you than I." Gandalf let him consider that a moment before suggesting, "And a little courtesy from you wouldn't go astray."

Thorin steadied himself before glaring at both Gandalf and Wanda. Wanda sensed the Dwarf and Stark had something in common. Both of them were too proud to apologise about being wrong. Thorin opted to reassert his authority over the situation instead.

"Where's supper?" he demanded of his company. "I'm hungry."

All present were soon re-seated around the dining table. The exception was Bilbo who discreetly sat on a table behind Gandalf. Thorin was eating a beef and vegetable soup that Bombur – the company's cook – had earlier prepared for him. There was an uneasy silence when Thorin initially started. Many were still reeling from Wanda's revelation. All dwarves knew the tale of a powerful Elf-witch who claimed all who fell under her spell. A number of those present wondered if this 'Scarlet Witch' posed a similar threat. One of the more experienced members of the company tried focusing their attention on something else.

"What news from the meeting at Ered Luin?" Balin asked his liege. "Did they all come?"

"Aye," Thorin simply confirmed. "Envoys of all seven kingdoms."

As Balin hoped, the spirits of his fellow Dwarves rose at the news. They murmured their joy this was a positive development. Balin's brother was particularly interested in the position of one of those kingdoms.

"What do the dwarves of the Iron Hills say?" Dwalin asked. "Is Dain with us?"

The Iron Hills ruled by Dain Ironfoot, Thorin's cousin, was home to the best Dwarven warriors in Middle-earth.

"They will not come," Thorin sighed with regret. "They say this quest is ours, and ours alone."

The dwarves now murmured in disappointment. Dain's support had been considered crucial. However, the word 'quest' resulted in clarifying some earlier confusion between Wanda and Dwalin.

"You're going on a quest?" Bilbo said with interest.

The Hobbit's tone pleased Gandalf. Something Tookish appeared to have awoken within Bilbo. The wizard hoped to wake it a bit more.

"Bilbo, my dear fellow," Gandalf encouraged him, "let us have a little more light."

Bilbo brought a candle to the table as Gandalf spread out a parchment map that had been in his pocket.

"Far to the East," Gandalf began speaking about it, "over ranges and rivers, beyond woodlands and wastelands, lies a single solitary peak."

"The Lonely Mountain," Bilbo read the peak's name aloud.

Seated to Gandalf's immediate left, Wanda had no doubt that this was the mountain she'd sensed in Dwalin's thoughts. But something about the map's text caused her to ask an immediate question.

"Does everyone use English here?" Wanda enquired of Gandalf.

"What's that?" Nori asked having never heard the language.

"I think that's what Wanda's people call the Common Tongue," Gandalf deduced, educating all present.

Having her answer, Wanda now looked at the map in closer detail. Unlike standard maps on Earth, this one had an East-up orientation. Following south of the mountain was the 'Running River'. The map also made reference to Men and Elves. More troubling was references to 'Mirkwood'. She remembered seeing the great forest earlier on one of Bilbo's maps. It seemed to be home to 'Great Spiders'. The feature that really got her attention was named 'The Desolation of Smaug'. Her eyes drew to the fierce looking red dragon sketched atop the mountain. She initially wondered if maps in Middle-earth included colourful creatures for the purposes of illustration like maps used on Earth centuries ago. Her opinion changed upon seeing the sketch of another dragon with the accompanying text: _'Far to the North are the Grey Mountains & the Withered Heath whence came the Great Worms'._ _'_ Wanda had a multitude of further questions she would've liked to ask. But the dwarves had already commenced talking about the quest at hand.

"Oin has read the portents," Gloin announced to a few cynical eyerolls, "and the portents say it is time."

"Ravens have been seen flying back to the mountain," Oin took his brother's cue before addressing the sceptics. "As it was foretold: When the birds of old return to Erebor, the reign of the beast will end."

Bilbo was just across the passageway returning a box of matches. His interest in the quest turned to unease upon hearing the word 'beast'. He cautiously returned to the dining room, standing between Gandalf and Thorin.

"What beast?" Bilbo asked with trepidation.

"Well that would be a reference to Smaug the Terrible, chiefest and greatest calamity of our age," Bofur casually described him. "Airborne fire-breather, teeth like razors, claws like meathooks, extremely fond of precious metals."

"Yes, I know what a dragon is," Bilbo insisted he wasn't completely ignorant.

Wanda picked up someone else's thoughts though. Thorin had the strongest emotional reaction to the word 'dragon' even if he didn't show it. Wanda's telepathy was hit by decades old memories of his.

 _Thorin was within the Lonely Mountain at the front rank of a Dwarven phalanx. They'd taken position behind the main gates. The gates shook as if the Other Guy was pounding to be let in. The fear among Thorin and his warriors was palpable as they waited for the defences to be breached. The gates were suddenly wrenched open by a giant pair of talons. The Dwarves were instantly surrounded in a sea of flames._

Wanda was jolted back to the present when Ori shot up out of his chair. Ori still felt unsure of his place in the company being surrounded by such venerated peers. He was keen to win their respect or at least prove he wouldn't be a liability.

"I'm not afraid!" he declared and lied about the dragon. "I'm up for it. I'll give him a taste of the Dwarvish iron right up his jacksy."

Dori rolled his eyes in embarrassment at his youngest brother's bravado.

"Sit down!" Dori growled before making Ori resume his seat.

Ori's outburst reinforced a number of misgivings Balin still had about the expedition.

"The task will be difficult enough with an army behind us," Balin reinforced the magnitude of their task. "But we number just thirteen. Not thirteen of the best, nor brightest."

A number of dwarves read between the lines resulting in remarks like, 'Who are you calling dim?'

Fili now spoke up. He and Kili's mother, Dis, was Thorin's sister. For most of their lives, Thorin had stood in the place of their dead father. It wasn't surprising the pair was fiercely loyal to Thorin as well as positively idolising him.

"We may be few in number," Fili tried rallying the company in a manner worthy of his uncle. "But we're fighters, all of us," he stated before slapping the table with his hand. "To the last dwarf!"

"And you forget, we have a _wizard_ in our company," Kili added in support. "Gandalf will have killed hundreds of dragons in his time."

Gandalf tried dampening expectations. "Oh, well, now, I wouldn't say -"

"How many, then?" Dori interrupted.

Gandalf pretended not to have heard. "I, uh, what?"

"How many dragons have you killed?" Dori questioned plainly.

An embarrassed Gandalf started coughing on his pipe smoke. Dori sensed the Wizard's services weren't quite as originally advertised.

"Go on, give us a number!" Dori impatiently demanded.

The dwarves began arguing over the number of dragons Gandalf had killed. Thorin sprang out of his chair to bring the meeting to order. Wanda now heard the Dwarves' tongue or 'Khuzdul' for the first time. Despite their testy introduction, she also couldn't deny the Dwarf King had a considerable force of will.

" _Atkât!_ " Thorin silenced his followers before directing their thoughts to the crux of the matter. "If we have read these signs, do you not think that others will have read them too? Rumours have begun to spread. The dragon Smaug has not been seen for sixty years. Eyes look east to the Mountain, assessing, wondering, weighing the risk. Perhaps the vast wealth of our people now lies unprotected." Thorin concluded by girding them, "Do we sit back while others claim what is rightfully ours? Or do we seize this chance to take back Erebor _? Du Bekâr! Du Bekâr!_ "

All the dwarves cheered their liege's call to arms. Thorin's use of Khuzdul compelled Wanda to take a second look at the map. On the left side of the map was drawn a craggy looking hand pointing at some strange writing.

"What's that say, Gandalf?" she asked as the cheering subsided.

"These runes, Wanda," he told her and all present, "speak of a hidden passage to the lower halls."

The passageway's existence was among the most tightly guarded secrets within the House of Durin. The oldest dwarf present was floored to learn about it.

"By my beard," Balin softly expressed his surprise. "The front door's sealed. I didn't think there was another way into the mountain."

Excitement grew among the dwarves once more at this unexpected piece of good fortune.

"If we can find it," Gandalf cautioned them. "Dwarf doors are invisible when closed. The answer lies hidden somewhere in this map and I do not have the skill to find it. But there are others in Middle-earth who can."

Wanda noted a flash of concern on Thorin's face at the word 'others'. The word 'door' made her remember something Romanoff had told her about.

"This door." Wanda prefaced before putting to Gandalf; "I don't suppose anyone's found its key lying around?"

Gandalf's eyes twinkled at Wanda's unwitting perceptiveness. Twiddling his fingers, the wizard produced an ornately wrought, dwarvish key. The Dwarves sucked in a breath upon seeing it.

"How came you by this?" Thorin asked in wonder.

"It was given to me by your father, by Thrain, for safekeeping," Gandalf revealed before passing Thorin the key. "It is yours now."

The room was silent as Thorin took the prized heirloom with regal purpose. It was at this moment, Gandalf knew there was no way Thorin would now back out from claiming his birthright.

"The task I have in mind will require a great deal of stealth, and no small amount of courage," Gandalf outlined his preferred strategy. "But, if we are careful and clever, I believe that it can be done."

"That's why we need a burglar," Ori realised aloud.

Unlike Ori's previous contribution, Dori gave his little brother's deduction a proud nod of approval. Bilbo also felt it was safe ground for him to rejoin the conversation.

"And a good one, too," he concurred. "An expert, I'd imagine."

The Hobbit completely ignorant about the significance of what he'd said.

"And are you?" Gloin pointedly asked him.

Bilbo awkwardly looked around as if Gloin was asking someone else.

"Am I what?" Bilbo checked, hoping that was the case.

Oin had a comical and touching display of deafness.

"He said he's an expert!" he excitedly relayed what he'd misheard. "Hey, hey!"

With his fears realised, Bilbo immediately tried backing out of the role. No respectable hobbit engaged in theft of any kind.

"No, no, no," he insisted thrice. "I'm not a burglar; I've never stolen a thing in my life."

The Dwarves felt Thorin's initial assessment of the Hobbit had been well and truly verified.

"I'm afraid I have to agree with Mister Baggins," Balin said. "He's hardly burglar material."

"Aye," Dwalin concluded. "The wild's no place for gentlefolk who can neither fight nor fend for themselves."

Bilbo happily nodded in agreement to the brothers' arguments; satisfied he'd gotten off the hook. However, Dwalin's remark had also started a fresh round of squabbling among the dwarves. Many of them felt Dwalin was having a subtle dig at the non-warriors in the company. All present except Wanda was completely oblivious how angry Gandalf was. The Quest of Erebor had been decades in the making. The Grey Wizard wasn't going to allow the dwarves' cavalier attitudes derail it now. His second display of magic was far more troubling to Wanda than his first. Gandalf rose to his full height as he cast the room into darkness.

" _Enough_ _!"_ he commanded in a voice of doom _._ " _If I say Bilbo Baggins is a burglar, then a burglar he is._ "

Already unsettled by Wanda's earlier declaration, many dwarves flinched and cowered at Gandalf's power. Wanda remembered him saying there was more to him than met the eye. It appeared one could never be certain about the full extent of the Grey Wizard's power. Gandalf meanwhile dispelled the darkness now he had the company's full attention. He began speaking in his normal voice the reasons he'd identified Bilbo as the burglar they needed.

"Hobbits are remarkably light on their feet," he started. "In fact, they can pass unseen by most if they choose. And while the dragon is accustomed to the smell of dwarf, the scent of hobbit is all but unknown to him, which gives us a distinct advantage. You asked me to find the fourteenth member of this company, and I have chosen Mister Baggins. There's a lot more to him than appearances suggest, and he's got a great deal more to offer than any of you know." Gandalf then pointedly looked at Bilbo. "Including himself." The wizard concluded to Thorin, "You must trust me on this."

"Very well," Thorin coolly agreed. "We'll do it your way." He then commanded Balin, "Give him the contract."

Bilbo began objecting but was silenced when Balin handed him a long contract. The artist in Wanda was impressed by the document's intricate calligraphy.

"It's just the usual summary of out-of-pocket expenses, time required, remuneration, funeral arrangements, so forth," Balin summarised its contents for Bilbo.

"Funeral arrangements?" the Hobbit squeaked.

Bilbo stepped back a few feet to read the contract, soon lost in the fine print. Thorin then looked at Wanda. His pride still stung from their initial introduction. Having faced orcs and a fierce dragon, Thorin was determined to show that he wasn't intimidated by the threats of this young witch.

"And why do we need a witch?" Thorin asked Gandalf, his voice dripping with sarcasm. "We agreed this was to be a company of fourteen. I'm afraid we didn't bring another contract."

The Wizard sighed at Thorin's attitude.

"Wanda arrived in these lands as a result of some strange magic," Gandalf summarised what she'd told him. "The help she needs to get back home lies on our journey." He then drew comparisons to make a point. "This quest is about reclaiming your lost homeland, Thorin Oakenshield. You of all people should have no objections about Wanda accompanying us part of the way."

Wanda was tempted to ask Gandalf how he was going to help her. She stayed herself though as Thorin leaned over and whispered in Gandalf's ear. Through her telepathy, the Scarlet Witch heard every word. Thorin laid out his conditions for the non-Dwarves joining the quest.

" _I cannot guarantee the their safety," he began._

" _Understood," Gandalf acknowledged._

" _Nor will I be responsible for their fates," Thorin insisted._

" _Agreed," Gandalf reluctantly consented._

Wanda was appalled to hear this. She didn't need Thorin's protection. But the Dwarf King seemingly wanted to wash his hands of Bilbo. It was unthinkable Captain America doing the same for any of his charges no matter how much he personally disliked them. Wanda had only really known the First Avenger not even a fortnight. But she was inspired enough by him to try and follow his example. Wanda inwardly vowed to protect Bilbo even if the rest of the company didn't. That vow was almost immediately put to the test.

Bilbo had been going through the contract line by line. He liked the how his travelling expenses would be paid by the company. The promise of cash on delivery up to but not exceeding one fourteenth of total profit also seemed fair. His mood began to change upon reading an important disclaimer.

"The present company shall not be liable for injuries inflicted by or sustained as a consequence thereof including but not limited to," he read aloud, "lacerations...evisceration…incineration?"

"Oh aye," Bofur cheerily confirmed the reference to Smaug. "He'll melt the flesh of your bones in the blink of an eye."

Bilbo blanched and Wanda immediately picked up his thoughts. The Hobbit twitched uncomfortably as he imagined a worse fate than being eaten by a wolf.

"Are you alright, laddie?" a concerned Balin checked.

Bofur was seemingly oblivious to the Hobbit's discomfort.

"Think furnace with wings," he enthusiastically continued describing the dragon.

"Bofur, stop," Wanda intervened. "He's about to faint."

The Avenger's warning was as good as permission for Bilbo.

"Yes," he confirmed before collapsing on the floor.

* * *

A now revived Bilbo sat in his favourite armchair in a small drawing room. He was nursing a cup of tea Wanda had made for him to settle his nerves. Wanda returned to the dining room as Gandalf privately began cajoling Bilbo to join the Quest of Erebor. Wanda sat at the dining table where Gloin, Oin, Dori, Nori and Ori were still seated. The other dwarves had spread about Bag End with supper finished.

The five dwarves near Wanda noticed she was lost in thought. They wondered if she was brooding about Thorin. No dwarf in the Company would openly criticise their king. But they nonetheless felt Wanda had every right to feel angry about the contempt he'd shown her.

"I'm sorry about burping before, Wanda," Nori indirectly tried cheering her.

Wanda broke out of her daze. All present were relieved as she accepted the apology with a tired smile.

"Don't worry about it, Nori," she assured him.

Ori had been among the most unsettled by Wanda's revelation about being a witch. With Wanda back to her kind self, Ori plucked up the courage to ask something about her declaration that still didn't make sense.

"Excuse me, Miss Wanda," he began. "But who are you trying to avenge?"

It took Wanda a moment to twig what the young dwarf was referring to.

"Oh, the Avengers is the name of the…company I'm part of," she explained in terms the dwarves could understand. "I guess we try to avenge the wrongs done to people. Our last battle was in Sokovia, where I'm from."

The dwarves' interest immediately piqued at this.

"Did she say 'battle'?" Oin asked his brother.

"Aye, she did." Gloin confirmed before encouraging the Avenger, "Well, let's hear about it."

Wanda didn't want to relive the Battle of Sokovia for obvious reasons.

"I don't know if you'd really be interested," she tried to decline.

This genuinely confused the dwarves. Retelling deeds upon the battlefield was among their favourite pastimes. Not to mention being treated as a deeper bonding activity than belching.

"Why wouldn't we be interested?" Dori asked.

"Please, Miss Wanda," Ori pleaded. "We still don't know all that much about you."

Wanda noted that Ori had his journal at the ready to write down what she said. She knew the dwarves wouldn't take 'no' for an answer. On reflection, she needed to indirectly apologise to them as well. It had never been her intention to frighten the other dwarves when she challenged Thorin. Wanda took a deep breath before telling the story. A short distance away, the Scarlet Witch was the topic of conversation between the Company's two senior leaders.

"Gandalf mentioned a burglar," Thorin vented to Balin. "He never said anything about a witch."

One reason for Balin being second-in-command was he being Thorin's closest confidant.

"No he didn't," Balin concurred. "But I trust Gandalf nonetheless."

"It's not him I don't trust," Thorin countered.

Balin knew whom Thorin was referring to.

"Wanda's a nice lass once you get to know her," he counselled Thorin. "Besides, our company might need the services of the witch."

Thorin frowned in confusion. "What do you mean?"

His confidant directed his attention down the passageway.

"It appears we've lost our burglar," Balin sighed.

A sad silence pervaded the dining room when Wanda finished retelling the Avengers' battle against Ultron. Normally, the dwarves would've flooded her with questions about the group's powers and weapons she'd described. But all the dwarves could think about was one thing.

"Your brother was a very brave lad," Oin told Wanda before placing a comforting hand on hers.

"Aye," Gloin agreed before releasing a puff of smoke from his pipe. "I would've been proud to have fought alongside him."

"Well perhaps we should make a toast to him?" Nori suggested an old Dwarvish custom of honouring the fallen.

His fellows unanimously agreed and raised their mugs.

"To Quicksilver," Dori saluted him. "May we always remember him in feast and song."

Wanda had received countless expressions of sympathy about Pietro. But this was among the few that genuinely moved her. Despite hearing about Pietro for the first time, the five dwarves chose to honour him as one of their own. She wryly reflected on her brother's character. Pietro would prefer being remembered through a drinking story than any number of stone monuments.

"May we indeed," a voice from the doorway concurred with the toast.

It was Gandalf.

"Come on the lot of you," he addressed the dwarves. "Wanda's had a long day and needs to rest."

The five got the hint. They wished Wanda goodnight before joining the other Dwarves in the sitting room. Wanda spoke once she and Gandalf were alone.

"You heard?" she referred to the Battle of Sokovia.

"Yes," Gandalf simply said. "You're under no obligation to say anything about it, Wanda. But I'm here to listen if you feel the need to do so."

Wanda accepted the offer with a nod before releasing a yawn.

"I guess I'm more tired than I thought," she ruefully observed.

Gandalf beckoned her to the drawing room that he and Bilbo had conversed in. Bilbo himself had retired to his bedroom.

"How do you intend to help me?" Wanda followed up what Gandalf had told the meeting.

Gandalf responded with a question of his own. "I take you haven't sensed the arrival of any of your friends?"

Wanda shook her head as she sat down in an armchair. It felt comfortable despite being made for hobbits.

"If they arrived where I did," she said, "they would've found me well before now."

"Mm," Gandalf noted before answering Wanda's initial question. "I've a very powerful friend, Wanda. I feel we'll need his help to send you back." He then added, "I've only just got to convince Thorin he needs to see him as well."

"What do you mean?" Wanda asked.

Gandalf smiled as he placed a blanket over her.

"Later, Wanda," he assured her. "Get some sleep as we've a long journey ahead of us."

Wanda assented has her eyes began to droop. It was then she heard the Dwarves singing again. Unlike before, this was a quiet lament about their lost homeland.

" _Far over the Mist_ _y Mountains cold_

 _To dungeons deep and caverns old_

 _We must away, ere break of day_

 _To find our long forgotten gold_

 _The pines were roaring on the heights_

 _The wind were moaning in the night_

 _The fire was red, it flaming spread_

 _The trees like torches blazed with light."_

The melancholic humming that accompanied the song acted like a lullaby on Wanda. She closed her eyes and fell into a restful sleep.

* * *

 **I thought Wanda's presence would change a lot of the original events and dialogue in relation to the company's arrival at Bag End. I appreciate that includes Bilbo being overshadowed somewhat.**

 **In the book, Fili and Kili were the youngest dwarfs. Ori was the youngest in the film trilogy though. And I've a hunch that things are going to be testy between Thorin and Wanda for a while yet.**


	5. A Clash of Heads

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

24/07/2016

Thanks everyone for this crossover's first reviews. Some have asked how it influences events in _AoTR_. All I'll say for now is – see point 2) in this crossover's introduction.

 **ZabuzasGirl & Dan man**: Nice to hear from you again.

 **Z.R. Stein** : I'm on record saying Saruman's a fun character to write. I'm fairly certain he and Wanda will be crossing paths at least one.

 **Nari Serpens** : The point about time travel was more about not getting into a scientific/philosophical debate about its effects and likelihood. Even my 8 year-old nephew's adamant travelling into the past is impossible.

 **Anonymous** : I'd recommend _Agent of Middle-earth_ by Steve993.

* * *

 **Chapter 5 – A Clash of Heads**

Gandalf lightly shook Wanda by the shoulder. It was the second time he'd woken her in less than twenty-four hours.

"Mm?" Wanda stirred.

"We need to get going, Wanda," Gandalf softly told her.

The Scarlet Witch had a short stretch before removing her blanket. The fireplace had burnt itself out during the night. Bag End was still in darkness. The Sokovian assumed it couldn't even be dawn.

"What time is it?" Wanda checked as she stood up.

"It'll be daybreak soon," Gandalf confirmed.

The Scarlet Witch's telepathy picked up its first thing of the day. Only one other individual was currently sleeping in the house.

"Where are the dwarves?" she wondered about their absence.

"They left over an hour ago to ready their mounts," Gandalf revealed. "They'll be waiting for us outside _The Green Dragon_. It's an inn in Bywater, just east of Hobbiton."

Wanda simply noted this before realising something important. "Is Bilbo coming with us?"

The Avenger was unaware the Hobbit still hadn't signed the contract from the previous evening. The Grey Wizard spoke his first riddle of the day.

"That choice is still before him," Gandalf regrettably answered. "Unfortunately we can't tarry while he makes his mind up."

Wanda gave a reluctant nod before quietly following Gandalf to the front door. She gave Bag End a final look over before giving its sleeping owner a telepathic farewell.

 _Thank you, Bilbo_ , Wanda thanked him for his hospitality. She also remembered Barton's words as she gave the Hobbit some subconscious encouragement _. And don't fear to step out that door._

* * *

Gandalf and Wanda were outside _The Green Dragon_ in a quarter of an hour. Like Gandalf predicted, the Company of Thorin Oakenshield was busy strapping bridles and equipment on their steeds. The steeds had been stabled here overnight while the Company visited Bag End. Wanda counted some sixteen ponies in total as well as a single horse. She also noted two of the dwarves were missing. Her telepathy quickly found the answer – Thorin and Gloin were inside the inn settling the Company's account. The Dwarves outside warmly greeted her and Gandalf as they walked up to the Wizard's horse.

"I hope you don't mind sharing, Wanda," Gandalf said of their ride. "I'm afraid it's the only horse we've got."

Wanda nodded her consent before admitting, "To be honest, I've never ridden one."

"Well, I've got something that will hopefully make your first ride comfortable," Gandalf reacted before reaching into his saddlebag.

He pulled out a light grey hooded cloak before giving it to Wanda.

"I got it yesterday afternoon while I was out," Gandalf explained. "It's from a merchant who owed me a favour."

The Scarlet Witch immediately put the cloak on given the dawn air was quite chilly. She fingered the fabric that felt like finest cashmere.

"It's so soft," she commented.

Gandalf deliberately lowered his voice. "It's of Elven-make, Wanda. It'll keep you warm and dry better than most."

Wanda was about to ask why Gandalf felt he needed to keep the cloak's origins a secret. Instead, she sensed one of the Dwarves standing behind her. She turned around to see Bombur silently presenting her with a mini-basket of apples. Wanda couldn't recall Bombur saying a word ever since their paths crossed. She used her telepathy again – the Company's cook was giving her breakfast. The Dwarves' had already had theirs at _The Green Dragon_ , a breakfast both larger and considerably more fatty.

"Thank you, Bombur," she took his offering with an appreciative kiss on the cheek.

Whereas Ori was shy, Bombur was bashful. Wanda's kiss caused him to immediately blush. His peers clearly saw his reaction as dawn began to break.

"You should ask my brother for some tips, Kili," Bofur said to widespread amusement.

Thorin and Gloin exited the inn just as the Company began mounting. The latter took his role of treasurer more than seriously given how much money he'd invested into this quest. The services provided by _The Green Dragon_ had been more expensive than budgeted.

"It might be a good inn," Gloin grumbled to his king. "But it's still overpriced."

"It's the name I don't fancy," Thorin wryly responded.

The pair of them shared a quiet laugh before making for their respective steeds. Wanda was holding onto Gandalf from behind. Balin gazed at the Hill towards the north-west with a sense of disappointment.

"I hoped Master Baggins might've had a overnight change of heart," he reflected to no one in particular.

"I think his mind's well and truly made up, brother," Dwalin discounted the prospect.

"There's still time for him to join us," Oin disagreed.

Oin's remarks prompted the Dwarves to start placing wagers on Bilbo changing his mind. Most seem to believe he wouldn't. And even if he did, they still doubted he'd be fast enough to catch up once the Company got moving.

"Who's going to keep everyone honest?" Bofur enquired as members of the Company staked on the outcome.

"Maybe Wanda could," Nori suggested.

Several Dwarves were confused by this suggestion. After all, the Scarlet Witch was still both a lady and a guest.

"Why bother Wanda?" Kili asked.

Wanda's audience the previous night expressed their sympathies about Pietro. However, they nonetheless found everything else she said about the Battle of Sokovia totally absorbing. Especially the Avengers' feats and deeds throughout it – including Scarlet Witch's own.

"Because Miss Wanda can read minds!" Ori excitedly blurted out.

All in the Company heard this and were silenced by it. Including Thorin who'd just mounted his pony. He immediately glared at Gandalf.

"What?" he chocked in shock and anger. "Why didn't you tell me?"

"I told you Wanda presents no danger," Gandalf firmly reminded him. "Her powers are no more evil than your sword."

It went without saying Thorin couldn't disagree more. At least a Dwarf knew where he stood with an Orc armed with a sword. Thorin had reluctantly consented to the Scarlet Witch accompanying this quest. Her ability to know one's most intimate thoughts changed things completely. Largely because of what Thorin had heard about the feared Elf-witch of Lothlorien.

"Mind-reading is a magic used by the Elves," Thorin announced he'd changed his mind. "I won't have it in this company."

Gandalf was getting fed up with the Dwarf King's continued hostility towards the Avenger.

"If there's no place for her magic, there's no place for mine!" the wizard snapped to bring the matter to heel.

Thorin was thrown by this threat. The Grey Wizard's support was critical if the Lonely Mountain was to be reclaimed. Indeed, Gandalf had been a driving force behind the quest. Why then would the wizard be so willing to throw that all away for the sake of a human witch he'd only met yesterday? Thorin couldn't risk that Gandalf was bluffing. The Dwarf King relented but not before issuing a threat himself.

"Just stay out of my thoughts, witch," he warned Wanda directly.

"Relax, Thorin," Wanda sarcastically assured him. "If I wanted to turn you into a vegetable, I would've done it hours ago."

Gandalf gave her a sniff of support before urging their horse forward. Thorin gave the pair a withering look before moving himself. Many of the Dwarves felt their king's disrespect of the Avenger could ultimately end up in disaster.

"I daresay young Wanda would make a bad enemy," Bofur quietly speculated to those around him. "Even as bad as old Smaug."

It was an opinion shared by Ori, even if he misunderstood Wanda's idiom.

"Yes," he agreed. "I don't fancy being turned into a carrot."

* * *

The Company was soon east of Bywater. They rode single file at a leisurely pace along a path in a wooded area. Gandalf and Wanda were at the head of the column followed by Thorin. Apart from Gandalf wagering that Bilbo would join them, the journey so far had been in complete silence. The Scarlet Witch well knew why given all the thoughts being sent in her direction.

The other dwarves seemed to regard her with a combination of fondness and uncertainty. Thorin's eyes though were burning into the back of her skull. She was half-tempted to tell the Dwarf King that if he wanted her to stay out of his head, he should try and think about something other than how much he distrusted and resented her. However, Wanda sensed his attitude to her was driven by deeper feelings of anger and betrayal about someone else. Thorin's strong emotions quickly revealed their identity.

 _Dwarves were fleeing out of the Lonely Mountain in panic. Men, women and children were desperate to escape the dragon's wrath that had already killed so many of them. Thorin was trying to direct them to safety in a manner worthy of a prince. It was then that Thorin noticed to the west an army of Elves arrayed along the top of a ridge. The Elven King was mounted on what appeared to be a large elk of some kind. Thorin assumed his people's nominal allies had come to their aid._

" _Help us!" he waved and called at them._

 _The Elves didn't move. Their king seemed to be pondering the risk of launching a counter-attack with the dwarves against the dragon. Seconds dragged by before the Elves did an about face and began marching back from whence they came. Thorin's anger at their decision burned as intensely as the dragon's flames._

Wanda now connected why matters Elvish seemed such a sensitive topic around Dwarves. She also found herself having some empathy for Thorin. The Avengers were lauded as Earth's mightiest heroes. Until recently, that meant nothing to Sokovians given how much they'd suffered from weapons made by Stark Industries. Wanda's attention was suddenly drawn to a happier subject.

"Congratulations," she quietly told Gandalf.

The Wizard was confused by the compliment. "What for, Wanda?"

The answer came a second later.

" _Wait! WAIT!_ " a desperate voice called.

The Company immediately halted upon recognising the voice. Coming towards them from behind was Bilbo running as fast as his furry feet could carry him. The Hobbit's arms were flailing about while grasping an unfurled contract. He didn't stop running until he'd reached Balin.

"I've signed it!" Bilbo puffed and panted.

He passed the contract to Balin who inspected it with his pocket glass. Bilbo then made eye contact with Wanda who proudly smiled at him. She hoped her earlier telepathic encouragement played a part in Bilbo being here.

"Everything appears to be in order." Balin reported before addressing the contractor, "Welcome, Master Baggins, to the Company of Thorin Oakenshield."

Balin gave the Hobbit an encouraging wink. Many Dwarves cheered now they had their burglar. Their leader had ambivalent feelings about his company's newest addition.

"Give him a pony," Thorin commanded as the Company began moving again.

Like Wanda, Bilbo had never rode before. He launched into a monologue that, like his the previous evening, was completely ignored.

"No, no, no, that won't be necessary," he quickly declined Thorin's offer. "I'm sure I can keep up on foot. I- I- I've done my fair share of walking holidays, you know. I even got as far as Frogmorton once - WAGH!"

Bilbo's speech came to an abrupt end as two of the dwarves rode alongside him. They roughly picked him up from behind before shoving him onto a pony. Before too long, Bilbo's arrival saw a reshuffle in the Company's riding order. Thorin was now at the head of the column. Gandalf chose to ride towards the back alongside Bilbo who was still uncomfortable about riding a pony. Wanda sensed he was worried about being thrown to the ground. Bilbo's worries briefly subsided as the Dwarves began throwing something else. Money pouches were tossed and caught up and down the length of the column. The Hobbit was completely baffled.

"What's that about?" Bilbo asked Gandalf.

"Oh, they took wagers on whether or not you'd turn up," Gandalf revealed to him. "Most of them bet that you wouldn't."

Bilbo wasn't that surprised to hear this. Still, he hoped that at least the wizard had faith in him.

"What did you think?" he sought assurance.

"Well…" Gandalf equivocated.

Bilbo feared the worse until Gandalf effortlessly caught a money pouch.

"My dear fellow," Gandalf chuckled. "I never doubted you for a second."

Bilbo's relief was short lived as he released a loud sneeze. There was something new to dislike about riding a pony.

"All this horse hair," he complained. "I'm having a reaction."

Bilbo began searching inside his pockets for something that wasn't there. Wanda immediately came to his aid.

"Here, Bilbo," she offered him her handkerchief.

"Oh!" he took it somewhat surprised. "Thank you, Wanda." The Hobbit wiped his nose before innocently remarking to her, "You read my mind."

A number of the dwarves chortled at his unintended pun. Bilbo found this even more bewildering than the pouches being thrown around.

"What did I say?" he wanted to know what was so funny.

Gandalf moved to deny Thorin another opportunity to vent at the Scarlet Witch's presence.

"Nothing you need worry about now, Bilbo Baggins," Gandalf firmly hinted he not pursue the matter. "All I'll say is that you're lucky Wanda had a handkerchief to give you. There's a good many other things you'll have to manage without."

One Dwarf used Gandalf's warning to strike up conversation with the wizard's passenger.

"And what about you, Wanda?" Kili resumed flirting with her. "Is there anything you'd really like to have right now?"

The Scarlet Witch took it in her stride.

"Nothing you can give me, Kili," she teased back, eliciting a fresh round of chuckles this time at Kili's expense. Wanda then reflected, "As an orphan, I'm used to getting by with little."

The mood of many quickly changed upon hearing this. This included Kili, his playful attitude to Wanda becoming one of sympathy.

"You grew up an orphan?" he enquired.

Wanda curtly nodded. "Pietro and I were only ten. We were having dinner when our home was attacked. Our parents were instantly killed." She didn't really feel like explaining to the dwarves the danger posed by an unexploded shell. "It took two days for us to be rescued from the rubble. Like many Sokovians, we were homeless. We had to live on the streets for the next few years."

Kili compared his and Fili's childhood next to Wanda's. Their father died in battle when they were young. However, at least it didn't result in them becoming orphaned and destitute. Kili shared some of his uncle's paranoia about Wanda's ability to read minds. But maybe she had to learn such magic in order to survive (Gandalf was still the only one who knew about HYDRA's experimentation)? Perhaps the Dwarves' best defence against her witchcraft was simple kindness.

"You mightn't have signed a contract, Wanda," Kili sincerely told her. "But never feel you're not part of this company."

Kili's overture was greeted by a number of concurring 'Ayes'. As Wanda gave it an appreciative smile, Gandalf reflected if only Thorin could have the same attitude as his nephew.

* * *

Arriving in Middle-earth now felt like a distant memory to Wanda. Days had passed since the Company exited the Shire as it continued journeying eastward. On Gandalf's advice, they avoided staying overnight in Bree or any of the surrounding villages. The Grey Wizard felt certain there was still a bounty for Thorin's assassination just like twelve months ago. And just like then, Gandalf was no closer to identifying who was ultimately paying for the Dwarf King's head.

The Company was now far into a region known as the 'Lone-lands' where there were no people left, no inns, and the road grew steadily worse. Its plains were covered in thick tufts of yellow grass. Dreary hills dotted the barren landscape. Some hills were crowned by the ruins of long-abandoned castles and towers. To make matters worse, the weather had turned nasty. The Company founded itself caught in a steady downpour that showed no signs of relenting. 'The Great East Road' they were travelling on was now little more than a narrow, muddy trail.

Many of the dwarves were soaked, frustrated their pipes didn't even stay lit. Wanda didn't escape the rain. However, her Elven cloak kept her warm and drier than just about anyone else. That included Bilbo who was silently cursing how he'd forgot to bring a cloak. Her comments growing up an orphan notwithstanding – Wanda would gladly take some simple comforts found on Earth. A hot bath, fresh clothes and something to eat besides dry goods immediately came to mind. Of course, the greatest comfort would be finding a way back home or at least being able to communicate with the other Avengers. She had no doubt they were still trying to find her. But she was worried about fellow Sokovians blaming the group for 'disappearance'. The last thing Wanda desired was her absence causing a new rift between her friends and her country.

It was then Dori spoke. He voiced a question that Wanda had sensed was on the minds of many in Company.

"Mister Gandalf," he caught his attention. "Can't you do something about this deluge?"

The Wizard replied in exasperation as if he was being asked to work miracles.

"It is raining, Master Dwarf, and it will continue to rain until the rain is done," Gandalf repudiated the request. "If you wish to change the weather of the world, you should find yourself another wizard."

"I'd rather have Wanda's friend," Nori piped up, "the Son of Odin."

Wanda mused if her thoughts about home were inadvertently leaking out among the rest of the Company. Most of them had never heard the name Nori just said.

"Who?" asked a puzzled Dwalin.

"The God of Thunder!" Ori enthusiastically informed. "His magic hammer can control the weather!"

No one thought Ori was lying given that Dori didn't tell him to be quiet.

"You know a _god_ , Wanda?!" Fili questioned her in awe and disbelief.

Wanda had only known Thor a short while. It went without saying that the Asgardian had a godly amount of pride. But to his credit, that pride didn't see him making any claims he was divine.

"Well, he's not really a god," Wanda tried defending Thor's humility.

Those who'd been told about the Battle of Sokovia weren't having a bar of this argument.

"I don't know what else I'd call him, lass," Gloin disagreed. "Or your friend who's strong enough to take on army."

"Or the one with the flying suit of armour," Oin indicated he was impressed by Iron Man.

It was the first time many in the Company had heard what Wanda's friends were capable of. These 'Avengers' made Gandalf look positively mundane. A new question was being silently pondered by nearly all the Dwarves. This time it was Fili who voiced it.

"If it was possible," he put to Wanda. "Do you think they'd be willing to help us?"

Wanda couldn't think of any reason why the Avengers as a whole wouldn't help the Quest of Erebor. The Dwarves had suffered a grave injustice from an enemy they'd been powerless to stop. The only question was if her fellow Avengers would take the threat of an evil dragon seriously. Wanda was prevented from answering by the one Dwarf who hadn't fantasised the least about the Avengers' aid.

The weather had already put Thorin in a foul mood. The Company's banter about the Avengers worsened it further. It confirmed one of Thorin's suspicions about many of his followers. Despite their loyalty, they were still largely dreamers – including his own kin it seemed. The Dwarf King gave them all solid dose of reality.

"Wanda's friends aren't here!" Thorin angrily pointed out. "No-one's reclaiming the Lonely Mountain but ourselves."

The Dwarves were silenced by their liege-lord's chastisement. Bilbo though had picked up the inference contained in Gandalf's response about the weather. Maybe the Avengers couldn't help the Company. But perhaps powerful friends could be sourced from elsewhere?

"Are there any other wizards, Gandalf?" Bilbo asked him directly to avoid Thorin's displeasure.

The Grey Wizard was more than happy to talk about his fellow Istari.

"There are five of us," he proudly revealed. "The greatest of our order is Saruman, the White. Then there are the two Blue wizards – Morinehtar and Romestamo." Gandalf then paused to reflect about the pair. "You know, I haven't heard from them for quite some time."

Any significance to the Blue Wizards' lack of communication was lost on everyone else.

"And who is the fifth?" Bilbo prodded.

"Well, that would be Radagast, the Brown," Gandalf fondly concluded.

Bilbo considered the fifth Istari a moment. "Is he a great Wizard or is he...more like you?"

Wanda released a muffled laugh at Bilbo's unwitting insult. Gandalf quietly grumbled in reaction before trying to save face.

"I think he's a very great wizard," Gandalf insisted. "In his own way. He's a gentle soul who prefers the company of animals to others. He keeps a watchful eye over the vast forest lands to the East, and a good thing too, for always Evil will look to find a foothold in this world."

The whole Company pondered what Gandalf had just said about his order. Much to his and Thorin's chagrin, the Avengers had made quite an impression.

"All things considered," Bofur compared them and the Istari, "I'd still prefer Wanda's friends helping us."

That seemed to be the overwhelming view of the other dwarves. The Grey Wizard released a forlorn sigh.

"Try not to take it personally," Wanda wryly comforted him.

"Very easy for an Avenger to say, my dear!" Gandalf indignantly huffed.

* * *

The Company was encamped overnight on a well-protected cliff edge that overlooked a deep ravine. Fili, Kili and Balin currently had the watch. Wanda slept against a boulder next to Gandalf who was smoking his pipe. Bilbo had been trying to sleep among the other dwarves. 'Trying' because Gloin's incessant snoring prevented him from dozing off. Frustrated, the Hobbit quietly got up and discreetly fed his pony an apple. Bilbo had started getting used to riding and had grown quite fond of her. A series of inhuman screeches in the distance ended all happy thoughts. The sound immediately woke Wanda also. An unsettled Bilbo crept up to Fili and Kili.

"What was that?" he quietly asked the brothers what was also a question of Wanda's.

Kili listened to the screeches a second time.

"Orcs," he grimly identified the source.

Thorin jerked awake upon hearing the word.

"Orcs?" Bilbo repeated with a slight tremble.

The strong emotional reactions around Wanda resulted in her seeing images of Orcs for the first time. To say they were repulsive was an understatement. Orcs were ugly, squat humanoids with skins of grey and brown. And it seemed the consensus that Orcs only lived to indulgent their violent passions.

"Throat-cutters," Fili confirmed after releasing a puff of smoke from his pipe. "There'll be dozens of them out there. The lowlands are crawling with them."

Kili was tempted to make a joke to frighten Bilbo further. He quickly decided against it seeing Wanda was awake. The Scarlet Witch was both a mind reader and fiercely protective of Bilbo. Kili didn't know that Wanda's attention was on thoughts other than his.

"I think some are close," Wanda sensed aloud.

Thorin appreciated Wanda's telepathy for the first time.

"Where?" he simply asked her.

Wanda jutted her chin forward. "The other side of the ravine."

"What do you sense?" Gandalf hoped the Avenger might be wrong.

Wanda concentrated harder in the direction. Her telepathy picked up a mass of mental barbarity. She doubted even the most depraved human mind could be so vulgar.

"Just feelings," she reported. "Savage…cruel…hungry."

Thorin didn't have the slightest doubt about the source upon hearing this.

"It can only be orcs," he concluded.

Bilbo was now genuinely worried. Wanda had earlier told him about her telepathy. To her surprise, the Hobbit was more comfortable about it than the Dwarves ("My mother always seemed to know what I was thinking," was his reason).

"Have they seen us?" Bilbo asked the Scarlet Witch.

"They're too far for me to tell," Wanda regretfully answered.

Kili had well and truly abandoned any traces of dark humour. The only thing he was thinking about was the Company's immediate safety.

"We should move out now," he thought aloud.

Kili's uncle gave him an incredulous look.

"And risk a night ambush by orcs?" Thorin sternly slapped down the idea.

"I was only suggesting," Kili meekly defended himself.

His nephews were skilled and brave warriors. But the pair still had a long way to go in terms of understanding strategy and tactics – particularly those of the enemy. The Dwarf King had learnt from long and bitter experience.

"Yes, you were," Thorin sarcastically agreed before giving his youngest nephew a parting lesson. "Acting without thinking will get us all killed."

Thorin trudged over to the cliff edge, trying to spot the Orcs on the other side of the ravine. All Wanda could sense was Kili's deep sense of hurt. It seemed his and Fili's greatest fear was disappointing their uncle. Balin knew this as well even if he wasn't a telepath. He again took up his unofficial role as the Company's peacemaker.

"Don't mind him, laddie," Balin consoled Kili. "Thorin has more cause than most to hate orcs."

"Why's that?" Wanda joined the discussion.

Balin paused before recounting the Battle of Azanulbizar that took place decades ago.

"After the dragon took the Lonely Mountain," he began, "King Thror tried to reclaim the ancient dwarf kingdom of Moria. But our enemy had got there first."

Wanda instantly picked up Balin's memories.

 _A large battle was taking place on a barren, rocky plain before a mountain entrance. Thousands of dwarves and orcs were engaged in bitter hand-to-hand combat. Wanda saw Thorin, Balin, Dwalin, Gloin, Oin, Dori and Bifur as their younger selves in the midst of the fighting. The heavily outnumbered forces of King Thror desperately tried to break through enemy lines. The situation reminded Wanda of the Avengers' defensive circle against Ultron's Sentries. Though unlike the Avengers, the dwarves had no special powers to aid them._

"Moria had been taken by legions of Orcs lead by the most vile of all their race: Azog, the Defiler," Balin continued his narrative.

 _A pale-skinned orc, some seven-foot tall entered the fray. Azog wielded a large mace in his left hand with brutal force and precision. It was like watching an ugly parody of Thor as Azog effortlessly swept side any dwarf that stood in his path. The Pale Orc was soon upon King Thror._

"The giant Gundobad Orc had sworn to wipe out the line of Durin. He began by beheading the King."

 _Wanda's initial revulsion to Orkish thoughts was now more than justified. Azog quickly defeated Thror before beheading him. The Orc roared in triumph and bloodlust before contemptuously tossing the King's severed head. Thorin cried in anguish after his grandfather's head landed at his feet._

"Thrain, Thorin's father, was driven mad by grief. He went missing, taken prisoner or killed, we did not know. We were leaderless. Defeat and death were upon us."

 _The loss of Thror saw most dwarves break into a rout. Their enemy would soon swamp the brave minority who tried standing their ground. Disaster loomed for Durin's Folk._

"That is when I saw him: a young dwarf prince facing down the Pale Orc."

 _Thorin didn't flinch when he engaged Azog. But he proved little match to the Defiler. Azog swung his mace before knocking away Thorin's shield and then sword. Thorin fell onto his back, seemingly defenceless as Azog moved in for the kill._

"He stood alone against this terrible foe, his armor rent, wielding nothing by an oaken branch as a shield."

 _It was now Wanda learnt why Thorin was referred to as 'Oakenshield'. The Dwarf grabbed an oaken branch lying on the ground. He rolled away from Azog's killer blow just in time. Azog relentlessly bashed his mace against the branch that Thorin wielded as a shield. Azog wound back his mace for a powerful strike. Thorin grasped the opportunity. He grabbed a discarded sword and cleanly cut off Azog's exposed left arm from below the elbow. Azog sunk on one knee clutching the stump of his arm. The Pale Orc howled in pain and humiliation._

"Azog, the Defiler, learned that day that the line of Durin would not be so easily broken."

 _Thorin made to finish off his grandfather's killer. He was prevented as Orcs swarmed in from all directions to protect their injured leader. Thorin quickly cut down any orc who attacked him. But not before a wounded Azog was rushed back into Moria on a litter._

"Our forces rallied and drove the orcs back. Our enemy had been defeated."

 _Thorin exhorted his fellow dwarves in Khuzdul to return to battle. Inspired, the remaining dwarves immediately complied. They charged alongside Thorin before launching a fierce counterattack. Now it was the Orcs who broke, fleeing back towards Moria's darkened interior._

Wanda now asked her first question about the images she'd just seen.

"But not enough to reclaim Moria?" she concluded.

Balin sadly shook his head as he recalled battlefield strewn with corpses.

"No, lass," he confirmed. "There was no feast, nor song, that night, for our dead were beyond the count of grief. We few had survived."

Wanda had been so engrossed in Balin's narrative she'd now only realised the rest of the Company was awake. Most of the dwarves were now standing on the same spot they'd been sleeping. All followed Balin's gaze to Thorin as he concluded the tale.

"And I thought to myself then, there is one who I could follow," Balin recalled Thorin bathed in sunlight at battle's end. "There is one I could call King."

Thorin turned around having failed to spot anything across the ravine. He gave a subtle bow of acknowledgment to the awed looks he was receiving. As Thorin began walking between them toward the fire, Bilbo felt Balin's story contained an important loose end.

"But the pale orc?" Bilbo referred to Azog. "What happened to him?"

Thorin answered the question directly.

"He slunk back into the hole whence he came," he declared with complete certainty. "That filth died of his wounds long ago."

Wanda noticed Gandalf and Balin shared a look at this declaration. She didn't have to be a telepath to know the pair of them weren't so sure.

* * *

 **Wanda and Gandalf's time getting to _The Green Dragon_ is based on Bilbo's mad rush in the book.**

 **I thought the flashback scenes of the Battle of Azanulbizar fitted well with Wanda's telepathy. Her telepathy in** _ **AoU**_ **also seemed to be somewhat limited in range. The exception of course being her sensing Pietro's death (I suspect to underline the bond many twins have).**

 **To help the story flow, I changed around the last two scenes in this chapter from the movie. And unlike PJ, I don't have to worry about securing copyright in relation to the Blue Wizards.**

 **Of course, Wanda doesn't know about the Avengers' previous adventures in Middle-earth. However, she'll experience her first real action in the next chapter.**


	6. Magic and Mind Games

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

31/07/2016

 **Queen of the Beasts** : I hope Wanda's interactions with the company will continue to entertain throughout.

 **Steve993** : No problem. In this crossover, like my previous ones, character development's the foundation on which everything else is built.

 **neah20** : I'd go with the Avengers as well. Though I'd be less sure if the wizards were in their pure Maiar form.

* * *

 **Chapter 6 – Magic and Mind Games**

The Company completed the rest of its journey through the Lone-lands in quick time. The possibility that orcs were tracking them was the major reason why. Orcs wouldn't have known about the Scarlet Witch's powers. But if any were following the Company, they always seemed to be just on the edge of her telepathic range. Wanda learnt from the others that orcs liked hunting upon giant wolves called 'Wargs'. Unlike normal wolves though, wargs were consciously evil towards their unfortunate victims. Given what she'd sensed of Orkish thoughts, Wanda hoped she didn't have to read a Warg's mind any time soon.

The Great East Road exited the Lone-lands over an ancient stone bridge spanning a swollen river. The Company had now entered a region known as the 'Trollshaws'. They hoped its terrain would make it more difficult for any orcs to follow. In contrast with Lone-lands, the Trollshaws was principally comprised of steep wooded hills. Its woods were a study of contrasts to the Shire's. The dense forests pervading the Trollshaws were wild, dark and dank. The most troubling aspect of the Trollshaws, however, was its reputation. As its name implied, the region was reputedly infested with Trolls. Sightings of these lumbering brutes had become increasingly rare in recent times. Men had been confident enough to raise livestock in the region, building a number of isolated farms throughout. Still, none living on those farms dared venture into the forests after dark.

Gandalf was primarily concerned about something else that lay hidden in the area. It was something that would require him to walk a diplomatic tightrope. The Scarlet Witch's presence again offered an opportunity to push things in the right direction. Unfortunately, Thorin was far more obstinate about things than Bilbo ever was.

The Company had just finished a meagre breakfast and would be soon be on the move. Wanda was crouched down near a small brook as she washed the dirt off her face and hands. She tried straightening her hair as best she could. It hadn't been this messy since she was living on the streets of Novi Grad. After finishing, she stood back up as Gandalf sidled up to her for a quiet word. The Wizard again demonstrated not much got past him.

"In spite of what you said, Wanda," Gandalf referred to her time as an orphan. "I'm sorry for putting you through all this discomfort."

"I'll call it even if we're any closer to that friend of yours," Wanda wryly hinted.

Gandalf released a light chuckle before responding.

"I've got good news then," he knowingly replied. "My friend is but two days away. His name is 'Elrond', lord of the Hidden Valley. Between the three of us, I'm sure we'll find you a way home."

Wanda considerably brightened at this. Hopefully, she'd be going home soon. And there was also time to properly farewell Bilbo and the Dwarves before it happened.

"You've told the others?" she assumed.

Wanda was surprised at Gandalf's cool response.

"Not yet," he said. "And please don't tell them before I do."

Wanda was about to ask why. She stopped herself upon remembering discussions at Bag End. Thorin had a wary reaction when Gandalf referred to 'others'. Gandalf also implied Thorin would need some convincing about seeing this 'Elrond'.

"It's about the map isn't it?" she connected the two.

The Grey Wizard was more than impressed. Scarlet Witch's perceptiveness wasn't just the unwitting sort.

"And I thought I was cryptic," Gandalf slyly confirmed.

Wanda smirked upon thinking about someone else who had the same habit.

"You've obviously not met Vision," she jested in response.

* * *

It was late afternoon of the same day. The forests had started thinning when Thorin ordered the Company to halt and camp early for the night. They would need to rest. The Dwarf King's plan was not to stop until they'd exited the Trollshaws tomorrow. The terrain the Company would be traversing more resembled the Lone-lands – yellow-grassed plains strewn with boulders. Even with Gandalf (and grudgingly, Wanda) Thorin still didn't fancy his company's chances against an Orc pack on an open plain. He was even more desirous to avoid all contact with the Elves who lived in the area.

The Company had halted in a forest clearing. After dismounting, Thorin ordered his nephews to secure and guard the ponies. Gandalf and Wanda's attention was on something else than setting camp. The Company wasn't the first of the Free Peoples to have come to this spot. Within the clearing was a ruined farmhouse. The two tallest members of the Company walked over to the ruins to investigate.

"A farmer and his family used to live here," Gandalf thought aloud.

Wanda had no formal training in forensic science. Having grown up in a war zone, however, she had seen more than her share of damaged buildings.

"No signs of forest fire, no remains," she ruled out the house had been gutted by disaster or accident. "It was deliberately burnt down."

Given this was Middle-earth, Wanda silently doubted the farmer did it to collect the insurance.

"Mm," Gandalf concurred with her observations. "And burnt quite recently."

The Wizard decided it was an opportune time to push the Company towards safer havens. Thorin had just told Oin and Gloin to start a campfire when Gandalf called out to him.

"I think it would be wiser to move on," Gandalf counselled. "We could make for the Hidden Valley."

As Gandalf expected, Thorin's expression hardened at the suggestion. The Dwarf King walked up to the ruins to quietly settle the matter once and for all.

"I have told you already," Thorin testily reminded him. "I will not go near that place."

Thanks to Thorin's underlying anger, Wanda easily sensed the reason why. Gandalf also knew the reason as he started reminding Thorin about something else.

"But Wanda does," the Wizard stated before making his pitch. "Why not help our quest while we're there? The Elves can provide us with food, rest, advice."

Thorin would not be moved.

"By all means they can advise Wanda how to get home," he abrasively agreed. "But I don't need their advice on anything."

Wanda almost responded with a piece of her own advice to Thorin. That 'advice' being in the form of an energy blast. Part of Gandalf would've had no objections if she did. However, another part of him still hadn't given up persuading the Dwarf King. Even if Thorin didn't care about the Scarlet Witch, surely he could see the Elves were needed for another important reason?

"We have a map we cannot read;" Gandalf emphasised the document on which the quest hinged, "Lord Elrond will help us."

Thorin was rapidly growing tired at what he perceived to be Gandalf's attempts at micro-managing him. He was already well beyond tired with the Wizard over something else. It was Gandalf's apparent blaseness about the Elves' lack of support for Durin's Folk in recent times.

"Help?" Thorin scoffed before listing how often the Elves had failed to provide it. "A dragon attacks Erebor, what help came from the Elves? Orcs plunder Moria, desecrate our sacred halls, and the Elves looked on and did nothing." These things were more than just politics for Thorin. "You ask me to seek out the very people who betrayed my grandfather and betrayed my father?"

"You are neither of them," Gandalf pointed out as his patience wore thin. "I did not give you that map and key for you to hold onto the past."

"I did not know they were yours to keep," Thorin shot back.

Gandalf choked on his rage before leaving the farmhouse in his wake. Wanda had never seen nor sensed him so angry before. The Grey Wizard openly seethed as he stormed past the rest of the Company towards his horse. Having not heard his dispute with Thorin, they were at a complete loss as to the reason why.

"Everything all right?" Bilbo innocently enquired. "Gandalf, where are you going?"

It seemed the Wizard liked being enigmatic even when angered.

"To seek the company of the only one around here who's got any sense," Gandalf fumed in response.

"And who's that?" the Hobbit followed up.

" _Wanda!_ " Gandalf sharply requested she join him before muttering, "I've had enough of dwarves for one day."

All eyes except the wizard turned towards the Scarlet Witch. Wanda was initially hesitant about joining Gandalf. The main reason being she didn't want to leave Bilbo alone with a glowering Thorin. However, Gandalf's mood allowed her a rare opportunity to read the wizard's thoughts. The Grey Wizard was weighing up whether to take Wanda to the Hidden Valley by himself. And it seemed that Gandalf was the only one in the Company who knew how to get there. Wanda was keen to get home. But she didn't want to return with the group torn asunder like this. If it was to be made whole again, she would need to play some mind games that didn't rely on her powers.

Wanda tried ignoring the stunned looks and thoughts she was receiving before joining Gandalf on his horse. One reaction was impossible for her to filter out.

"Are they coming back?" Bilbo quietly asked Balin who gave him an uncertain look in reply.

The Hobbit was afraid the two members of the Company he was closest to were abandoning him. Bilbo locked eyes with Wanda before hearing her voice inside his head.

 _We will, Bilbo_ , she telepathically vowed to him. _I promise_.

Gandalf urged their horse forward, rapidly leaving the Company behind.

* * *

The pair's horse galloped east through the remaining forests of the Trollshaws before reaching open ground. In the fading light, Wanda saw a tall mountain range on the horizon. The mountains stretched endlessly north to south. She assumed they were the 'Misty Mountains' that she'd read about at Bag End. They also reminded her of the mountains that overlooked Novi Grad.

Gandalf didn't stop until after dark. He hadn't spoken a word since leaving the Company. He'd been silently fulminating over Thorin's intransigence throughout the ride. After the pair had dismounted, Gandalf immediately lit his pipe. Wanda mused the wizard's smoke aptly reflected how he was fuming inside. She also suspected Gandalf was in desperate need to vent despite his hours long silence. It was time for the mind games to start.

"What's that?" Wanda got Gandalf's attention.

Gandalf turned to look at what she was asking him about. There was a hill some hundred yards to the north. The ruins of an old and sizeable stone fort sat upon the summit.

"Those are the remains of Barad Mindon," Gandalf informed her. "It was a fort of Arnor, a great kingdom of Men." He then bitterly added, "Another realm lost to pride and petty differences."

As Wanda hoped, it was just the prod for Gandalf to open up. She also got her first real indication of the wizard's age.

"Two thousand years I've walked amongst the Free Peoples," Gandalf started to rant. "So many grudges between them over so little. All the while ignoring the evils that endanger them all. Nothing changes. They never learn."

The Scarlet Witch was partly taken away by the surreal situation. Gandalf had a vast knowledge about Middle-earth and its peoples gained over a life spanning thousands of years. By comparison, Wanda was in her mid-20's and hadn't even known about Middle-earth until a couple of weeks ago. Yet the wizard had more or less chosen her to be his confidant about the Quest of Erebor. Maybe it was because Wanda was learning how to pick up his subtext.

"I know what it's like to lose a home," Wanda began talking him out of anger. "It's hard to walk away from, Gandalf. Especially if you've also lost people you care about."

Gandalf's anger began subsiding at hearing this. Thorin had been rude and unwelcoming to Wanda from the start. But here she was empathising with the Dwarf King. Gandalf reflected he shouldn't be surprised given the concern Wanda expressed about the Shire. That being said, the Grey Wizard was still in no mood to let Thorin off lightly.

"I appreciate that, Wanda," Gandalf conceded with traces of annoyance. "But Thorin also happens to be King under the Mountain. He knows there's more at stake in this quest than his own feelings."

"And sometimes there's nothing more important than being true to our feelings," Wanda argued before relating from experience. "After our parents were killed, Pietro and I were willing to do anything to destroy the Avengers. It was why we sided with Ultron. Of course, we didn't see the real danger until it was almost too late." She paused a moment before concluding, "I understand why you're upset with Thorin. But if you want to get through to him, you'll need to show his feelings a bit more _understanding_."

Gandalf silently pondered Wanda's counsel a few seconds. He let go his remaining anger with a chastened laugh.

"Spoken like the Lady Galadriel!" Gandalf acknowledged the Sokovian was right.

Wanda was happy to hear the wizard's changed mood. She was nonetheless curious about whoever 'Galadriel' was.

"Who?" Wanda wanted to know more about her.

"A very old and dear friend of mine," Gandalf fondly described. "If only you could meet her, Wanda."

The Avenger was about to ask why. However, she promptly stilled upon her telepathy picking up something in the vicinity. Gandalf recognised her expression from that night in the Lone-lands.

"You sense something?" he asked concerned.

"We're being watched," Scarlet Witch whispered in warning.

Wanda subtly jerked her head back at the ruined castle. She didn't want to tip off those occupying it they'd been found out. Particularly after the occupiers' thoughts became clearer to her.

Gandalf hoped his instincts were wrong. "By who?"

"Orcs," Wanda confirmed his worse fears. "Lots of them." She believed there was no longer any reason to delay rejoining the rest of the Company. "We must get back and warn the others."

"Unfortunately, Wanda, we'd also be leading the orcs right to them," Gandalf pointed out the major drawback. "Even with the pair of us, I don't know if everyone in the Company would survive the battle."

Part of Wanda felt the wizard was underestimating her power. Then again, the Battle of Sokovia painfully demonstrated she wasn't omnipotent either. There was only one course of action available. Gandalf asked Wanda a silent question about it. There was a dark gleam in Wanda's eye as she gave him a nod of agreement.

* * *

In ages past, Barad Mindon was one of many Arnorian fortifications in the region that protected the realm from the threat of Angmar. After Arnor collapsed into its three successor states, the fort was quickly abandoned and fell into ruin. And no force had been sent to reoccupy it until now.

The orcs occupying the ruined fort were from Mount Gundabad, an Orc stronghold at the northern end of the Misty Mountains. They were under the command of an Orc named 'Luzbodh'. Luzbodh and his subordinates had been ordered to remain inconspicuous as part of a trap that had been weeks in the making. Now they risked being discovered well before that trap was even sprung.

From their hiding places, scores of orkish eyes silently watched the two intruders steadily approaching the ruins. They knew the Grey Wizard by description if not from sight. But since when did a strangely dressed young woman accompany him? Some Orcs rationalised maybe she was his servant girl. Not that she worried them more than Gandalf did. Most orcs trembled at the very thought of engaging one of the Wise in open combat. Which was why Luzbodh intended to take Gandalf by surprise and kill him before he could cast a spell. As for the girl – a lot of Orcs were looking forward to eating a young woman's flesh for the first time. Luzbodh didn't know his plan contained two fatal flaws. The first was that he'd already lost the element of surprise. The second was mistaking which intruder posed the greatest threat.

Gandalf and Wanda entered the ruins in complete silence. Thanks to the latter's telepathy, they'd formulated a battle plan without needing to say a word aloud. Gandalf's right hand firmly grasped his staff while holding a small burning branch like a torch in his left. They moved deeper into the fort's remains, fully aware of what the Orcs' had in store for them. The pair walked out onto what had been the drill square. The remains of towers as well as tall buildings and walls surrounded the square. The pair was nominally exposed at all angles around them. It was all part of the surprise they had planned. However, they first allowed the orcs to launch theirs after Luzbodh gave the signal.

Th Scarlet Witch summoned a hex shield the instant dozens of arrows were shot at her and Gandalf from all directions. The orcs didn't even have time to be shocked as their shafts harmlessly deflected off the red spherical barrier protecting the pair. Wanda willed a small gap to open in the top of the shield. Gandalf tossed the branch that flew with unnatural quickness high into the air. It flared with a sudden white radiance like lightning before Wanda heard Sindarin for the first time.

" _Naur nartho i barad! Naur totho i yrch!"_ Gandalf's voice ominously echoed throughout the ruins.

There was a roar and a crackle, and the branch exploded like one of the Wizard's fireworks. Flames rapidly showered down on the ruins and its occupiers. The flames directly hit a score of orcs causing them to burn in agony. Every other orc who'd been hiding in the open air was flushed out as they evaded the fire raining down upon them. Between Gandalf's illumination and Wanda's telepathy, no Orc could hide from the mystical devastation now unleashed upon them.

Wanda dispelled the shield as she redirected its reddish energy outward. Many orcs attempting to flee Gandalf's flames were caught completely unawares by the barrage of energy blasts directed at them. It was Wanda's first time using such blasts in Middle-earth as well as being her first battle against orcs. The orcs initially hit by her blasts exploded in a shower of their foul black blood. Despite feeling slightly disgusted at the sight, the Scarlet Witch never relented in her attacks. The ruins were still swarming with orcs who vastly outnumbered her and Gandalf.

The 'servant girl's' magic had truly shocked and frightened the Orcs. However, they feared the punishment for perceived cowardice even more. Orcs charged at the intruders from all sides in a desperate attempt to swamp them in hand-to-hand combat. Gandalf released an invisible wave of magic that sent a handful of orcs flying backwards. For once, this was a rare battle where the wizard was considered a lesser threat. Gandalf had sensed hints of Wanda's full power at Bag End. He was nonetheless just as shocked as the orcs by her energy blasts. The Grey Wizard couldn't recall any human who wielded such powerful magic. Indeed, Wanda's energy blasts reinforced his hunch she could more than hold her own against any of the Wise. That estimation kept rising after what the Scarlet Witch did next. She used her telekinesis against the dozens of orcs closing in on them. Like she'd done with Ultron's Sentries, Wanda began tearing them apart with a mental command. Many orcs froze in terror after a seeing a comrade ripped in half at the torso before suffering the same fate a moment later. The few that reached the pair Gandalf promptly disposed of with a single blow from his staff.

Barad Mindon was now littered with countless orkish corpses and severed limbs. Gandalf and Wanda paused to take in the sea of ugly remains surrounding them. Victory hadn't been won though. The Avenger was startled by the danger she suddenly sensed at the very limit of her telepathic range.

Several orcs had fled into one of the towers to escape Gandalf's fires and Wanda's energy blasts. Luzbodh was among them. He cunningly told the orcs around him to refrain from joining the greater battle. There was still an opportunity to execute his original plan. As Gandalf and Wanda took in the sight of the slaughtered orcs around them, Luzbodh signalled a volley be fired to catch them off-guard. Similar to before, Wanda threw up a hex shield though just in the nick of time. Luzbodh clenched his jaw in anger as orkish arrows again deflected off it. Wanda manipulated the shield's energies in the blink of eye. She directed them at the tower in a single concentrated blast. Luzbodh only had time to briefly scream before the top half of the tower and the orcs it contained toppled to the ground. Wanda did a quick telepathic scan of the rest of Barad Mindon.

"That was the last of them," she spoke for the first time since the battle began.

Gandalf still felt protective of the Scarlet Witch in spite of her power.

"Are you alright?" he checked just to be sure.

The Avenger simply nodded.

"Are orcs normally around here?" Wanda referred to the surrounds.

"No," Gandalf stonily answered. "Things are worse than I thought."

"Because there were so many of them?" Wanda assumed.

"It's not just that, Wanda," Gandalf acknowledged before gesturing at the ruins around them. "It's orcs occupying these particular ruins in the first place. From here, you can keep watch on movement between the Trollshaws and the Misty Mountains."

The Scarlet Witch immediately picked up the implications.

"You think they were planning to ambush us?" she concluded with noticeable concern. "The whole company?"

"To be honest, I'm not sure," an equally worried Gandalf answered. "All I will say is that I don't think them being here coincidence."

The wizard now felt guilty his taking leave had left Bilbo and the Dwarves exposed.

"Whatever the case, we've tarried here enough," he wrapped up further speculation. "Come, Wanda."

The pair quickly exited the ruins as they headed back to their horse. In their haste, they didn't know they had made an important oversight. Wanda had assumed she'd killed the orcs in the tower her blast had brought down. It was why she hadn't included it in her final telepathic scan of the ruins. If she had, Wanda would've sensed that one of the orcs wasn't dead but unconscious. As she and Gandalf started galloping back to the rest of the company, Luzbodh began to stir.

* * *

It was just before dawn when Gandalf and Wanda returned to where they had left the Company. The Wizard was anxious his worse fears had been realised by the sight before them. There was no sign of Bilbo and the Dwarves anywhere. The pair frantically dismounted to take a closer look. With the sun not yet risen, Gandalf tapped the end of his staff. A small white light emanated from its tip allowing he and Wanda to see better. Anxiety slowly turned into confusion by what the light revealed.

The Company's bedrolls were still neatly laid out on the ground. The campfire Gloin and Oin started had naturally burnt itself out. Even the stew Bombur had been cooking over it remained in its pot. There wasn't the slightest trace of a disturbance with not even a single drop of blood staining the ground.

"No signs of a struggle," Wanda observed.

One aspect of the abandoned campsite struck Gandalf the most.

"You mean no signs of a struggle here," he theorised in response. "Wherever they've gone, they took their weapons with them."

Wanda sensed something close-by in the forest.

"Over there," she said.

The pair found the Company's ponies all hale and accounted for. Curiously though, four of them had seemed to be untethered. It ruled out the likelihood the rest of the Company had travelled far away from here. Gandalf noticed his staff had illuminated an important clue on the ground.

"Footprints," he showed Wanda. "They obviously armed themselves before venturing into the forest."

"Perhaps they found orcs like we did?" the Scarlet Witch suggested.

"Maybe," Gandalf conceded. "Thorin could've ordered an attack before the orcs found them."

The Wizard had some immediate doubts though. Thorin and a number of his followers were formidable warriors. However, unlike Gandalf and Wanda, it beggared belief they could've eliminated all the orcs before at least one got away.

"But such an attack would've risked the quest's secrecy far more than ours," Gandalf continued his analysis. "And I scarce believe Thorin would've left the camp and ponies unguarded in case more orcs were in the vicinity."

The investigation now had a faint but major breakthrough. The Scarlet Witch snapped her head towards the forest's darkened interior.

"I can just sense them," she softly spoke in the direction. "And three others. Whoever they are, they're not orcs."

The Grey Wizard immediately spotted another important clue on the ground. Thorin and his followers had run into something even more dangerous than orcs.

"No," Gandalf agreed before directing Wanda's attention to an uprooted tree. "Trolls."

* * *

The rest of the Company had been taken prisoner by three mountain trolls named Bert, William and Tom. The trio had come down from the Ettenmoors after hearing of easy pickings in the Trollshaws. The trolls had raided and pillaged the undefended farms and hamlets across the region. They found an ample supply of sheep, cows and chickens – although they found the region's farmers somewhat leathery to their taste. The trio had also accumulated quite a valuable store of treasure from their victims. Apart from farmers, their victims had also included a number of waylaid travellers of which the Company of Thorin Oakenshield threatened to be the latest.

The trolls had originally planned to eat the Company's ponies. By a stroke of good luck (from the troll's perspective), they were instead preparing a meal of thirteen dwarves and a strange creature they hadn't seen before called a 'burglar-hobbit'.

The trolls' camp was in a clearing deep within the forest. Bilbo's head peaked out of the sack he'd been tied up in. Thorin, Balin, Fili, Kili, Gloin, Oin and Bombur similarly lay alongside him. Tom was rotating the other dwarves on a spit over a large campfire. Tom had been arguing with Bert and William about the best way to eat Dwarf. He'd let slip that daylight would turn the three of them into stone. It resulted in Bilbo having an idea to play for time.

"Wait!" he grabbed the trolls attention. "You are making a terrible mistake."

The dwarves were confused by their burglar's actions. Including those tied on the spit.

"You can't reason with them, they're half-wits!" Dori argued uncomfortably.

"Half-wits?" Bofur repeated before pointing out the situation. "What does that make us?"

Bilbo ignored this as he struggled back up on his feet. He started explaining to the trolls what their 'mistake' was.

"I meant with the, uh, with the seasoning," he awkwardly began.

Bert was surprised and confused by this as he invariably did the trolls' cooking.

"What about the seasoning?" Bert warily asked in reply.

"Well, have you smelt them?" Bilbo replied with more confidence. "You're going to need something stronger than sage before you plate this lot up."

Led by Thorin, the dwarves began yelling at Bilbo calling him a traitor. By comparison, the trolls' hunger outweighed any consideration the Hobbit's treachery was genuine.

"What do you know about cooking dwarf?" Tom scoffed Bilbo had any insights.

"Shut up," Bert told him. "Let the, uh, flurgaburburrahobbit talk."

Bilbo began gathering his thoughts. "Uh, the secret to cooking dwarf is, um-"

"Yes?" Bert impatiently demanded. "Come on, tell us the secret."

"Um, yes, I'm _telling_ you," Bilbo feigned annoyance at the interruption. "The secret is … to skin them first!"

Like the trolls, the dwarves thought Bilbo was being serious. Bilbo started receiving a stream of death threats from his fellow captives. The Hobbit silently reflected Bofur's observation about half-wits wasn't all that far off the mark. One of the trolls was particularly intrigued to try Bilbo's suggestion.

"Tom, get me the filleting knife," Bert requested with a malicious gleam in his eye.

The said troll didn't oblige.

"What a load of rubbish!" Tom mocked from experience. "I've eaten plenty with their skins on. Scuff them, I say, boots and all."

"He's right!" William greedily agreed. "Nothing wrong with a bit of raw dwarf! Nice and crunchy."

William grabbed a terrified Bombur before dangling him over his mouth. Bombur was a second away from being eaten headfirst.

"Not that one, he's infected!" Bilbo frantically lied to save him.

The trolls stopped what they were doing and looked at Bilbo in alarm. Mountain trolls may have had appalling eating habits. However, none were keen about getting sick either.

"You what?" Tom gasped for details.

Bilbo tried drawing on what scant medical knowledge he had. "He's got worms in his…tubes."

William dropped Bombur to the ground in fright. However, even Bilbo was taken unawares by what happened next. William felt a terrible itch and rapidly began scratching himself all over.

"I'm infected!" William hysterically claimed. "It's worse than them parasites Tom gave me!"

"What parasites?" Tom angrily snorted at the lie. "The only parasite's the one scratching in front of me! I does the gathering. Bert does the cooking. All you do is sit around and gripe all day!"

Bilbo initially wondered if he'd unwittingly spoken the truth about Bombur. Particularly as William began scratching his bottom more rigorously than when Bilbo had crouched behind him.

"You're a booby!" William whined in discomfort.

"Booby yourself!" said Tom.

The pair continued arguing. Bert was about to tell them to shut up when Bilbo gave him a polite cough. The Hobbit saw an opportunity to divide and conquer.

"As I was saying," Bilbo picked up from where he left off. "He's definitely infected. In fact, they all are."

Bilbo rolled his eyes in exasperation as most of the dwarves expressed outrage at his claim. Thorin however finally twigged what the Hobbit was up to. The protests terminated the moment Thorin gave Oin's shoulder a noticeable stomp. Thorin's followers quickly got the hint.

"I've got parasites as big as my arm," Oin told Bert.

"Mine are the biggest parasites, I've got huge parasites!" Kili loudly added.

All the dwarves begin proclaiming how they were riddled with parasites. In spite of their wildest hopes, they and Bilbo were nonetheless amazed by Bert's reaction.

"You poor little blighters," Bert sincerely sympathised. "Well, don't you worry. I'll let you go right away."

Tom had just started strangling William when they heard this. There was an immediate cessation of hostilities now they had a common concern.

"You're letting them what?!" Tom incredulously asked the cook.

"I'm not cooking meat any more," Bert declared he had an epiphany. "From now on, we're only having vegetables."

"Vegetables!" William complained about a fate he felt was worse than death.

The faces of their captives lit up on hearing the word. Now they knew the cause of the troll's strange behaviour. Wanda and the other missing company member suddenly appeared atop a boulder overlooking the clearing. The Grey Wizard pronounced doom on the trolls.

" _The dawn will take you all!_ " Gandalf's voice echoed throughout the surrounds.

The trolls were curious about their new arrivals. But they were quickly shocked by the final trick the Scarlet Witch played on them. Wanda used her telekinesis to prevent the trolls' from escaping.

"I can't move!" Bert exclaimed.

"Me neither!" Tom panicked.

William found a positive though as he cheerily announced, "Hey, my itching's stopped."

Gandalf struck the boulder with the end of his staff. The large rock split in two, allowing the sunlight behind it to pour into the clearing. The trolls loudly screamed as they began turning into stone the moment the sunlight touched their skin. Wanda sucked in a small breath, as the three of them became statues within seconds. The dwarves loudly cheered their rescuers.

The captives got another display of Wanda's power as she gently levitated herself to the ground. It was one aspect of her telekinesis she'd only recently discovered. Wanda also used her telekinesis to provide immediate relief to those on the spit. She manipulated the surrounding molecules and particles to instantly snuff out the fire they'd been cooking over.

Gandalf and Wanda had raced to rescue their friends. The Avenger didn't have a clear line of sight to use her energy blasts along the way though. But the trolls were still in range of her telepathy. The dim-witted trio stood no chance against her mental manipulations, allowing Gandalf to dispose of them like he said he would. However, Wanda also knew she wasn't the only one who'd distracted the trolls. She walked up to Bilbo and knelt before him. The pair shared a relieved hug after she'd untied him from his sack.

"I knew you'd come back," Bilbo assured her.

"And it seems I'm not the only one good at mind games," Wanda proudly complimented him.

* * *

 **I had Wanda leave with Gandalf for an obvious reason. Bert, William and Tom would've been history well before they could threaten to rip anyone's arms off. The corollary being that the trolls was an important growth moment for Bilbo.**

 **Barad Mindon was my own invention. If nothing else, I wanted Gandalf and Wanda to team up on their own at least once. I'd be the first to admit their clash with the orcs couldn't be described as epic. But I felt a skirmish was more in order at this stage of the story – as well as not wanting to detract from the battles I've got planned for later.**

 **Gandalf's spell at Barad Mindon was based on his in the chapter 'A Journey in the Dark' in the** _ **LotR**_ **book version. My bad Sindarin roughly translates as "Fire light the fort, Fire bring forth the orcs."**

 **Readers will note the final scene's difference to canon is from incorporating elements from both the book and movie. I thought Gandalf's ventriloquism in the book nicely dovetailed with Wanda playing some mind games. Which is why I had the pair arriving on the scene in the nick of time instead of earlier as per Gandalf in the movie.**

 **Finally, Wanda's levitation abilities appeared undeveloped during the Battle of Sokovia. I think the Quest for Erebor will present her plenty of opportunities to grow them.**


	7. Out of Hiding

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

08/08/2016

 **Brad W** : Good to hear from you again.

 **Mainalpha** : I couldn't include Ant Man for at least reasons. First, writing a credible explanation for Tauriel's appearance. Second, given the lack of patience Scott has with Luis – how could he possibly put up with a Radagast monologue about communicating with ants?

 **Dan man** : From the scripts available, PJ obviously had a few changes of mind about which troll was which himself.

* * *

 **Chapter 7 – Out of Hiding**

It was now early morning as the Company caught its breath from the events of the last few hours. Those on the spit had been freed by Wanda's telekinesis. She loosened the ropes in such a manner that allowed the dwarves to use them to climb to the ground. The Avenger could've simply levitated them straight to the ground. But the Scarlet Witch sensed the dwarves already had enough excitement over the last few hours.

Gandalf helped Bilbo free those Dwarves who'd been tied in sacks. The Hobbit wasn't the only captive to give Wanda a relieved hug. Balin made a beeline for her as soon as he'd been untied.

"Bless you, lass," he thanked her. "For a moment, I feared this quest would end inside the belly of those trolls."

"At least you didn't have to go inside their minds," Wanda wryly accepted it.

Balin gave this a good-natured laugh as they loosened themselves. He hoped Wanda's aid against the trolls would see Thorin become less hostile towards her. Others joined the pair. One had a question about a power used by the Scarlet Witch after the trolls were defeated.

"Um, can you fly, Wanda?" Fili cautiously asked.

"I'm still working on it," she admitted. "Unfortunately, I can't transport you all to the Lonely Mountain."

"I wouldn't want you to, Wanda," Kili said mischievously. "Getting there's half the adventure."

"Blast the adventure," Gloin solemnly disagreed. "Flying there would be quicker and cheaper."

"You're half-right, Gloin," Wanda told him deadpan. "It would be quicker. But you're assuming I'd do it for free."

The Dwarves greeted the remark with good-natured laughs. Telepathy or not, the Scarlet Witch seemed to know how to best tease someone in the company. Another member of the Company good at teasing now spoke.

"Where did you and Gandalf go last night?" Bofur was curious to know.

Those gathered around Wanda noted her troubled expression.

"Fili's right," she acknowledged an earlier observation of his. "There's orcs everywhere. We found more than hundred hiding in some ruins."

As expected, her audience was shocked to hear this. It appeared that orcs would be a constant threat to the Company throughout its journey. That being said, one thing shocked them more than the number Wanda and Gandalf had encountered.

"You killed them all?" Kili checked almost as a whisper.

Wanda confirmed only with a nod. The Dwarves believed Gandalf was a powerful wizard. But they doubted even he could've defeated that many orcs on his own. Wanda must've have destroyed a huge number of them for the pair to have emerged victorious and unscathed. The Dwarves had been told about the Battle of Sokovia. Given they'd never battled the likes Ultron, the danger posed by such an enemy was largely lost upon them. All were well aware of the danger posed by orcs though. It was only now they started realising what a phenomenon the Scarlet Witch must be in a fight. Their speculation was abruptly interrupted.

"Dwalin, Nori," Thorin called out to them. "These trolls must've had a lair nearby." The Dwarf King further increased the search party. "Gloin, Bofur you too."

The five of them and Gandalf briskly left the scene. Thorin's orders resolved what had been a question of Wanda's. She ran a gentle hand over one of the now petrified trolls. It seemed they shared a similar vulnerability to vampires. However, their end was as if they'd crossed paths with Medusa.

"I was wondering how they avoided the sun," she commented to Balin.

"These are Mountain Trolls," Balin began educating her. "They normally have a cave or hole to hide in along with their plunder."

Given the trio's greedy and gluttonous nature, it didn't surprise Wanda they looted their victims. But she was more interested by what else the elderly Dwarf had said.

"I take there are other sorts of trolls?" Wanda picked up the inference.

"Aye," Balin uneasily confirmed from experience. "Some a lot larger and more dangerous."

Wanda simply noted this. She excused herself after spotting Bilbo standing alone a few yards away. The Hobbit's hands were behind his back as he gazed into the woods. While concerned, Wanda respected Bilbo's privacy as she walked up to him.

"What's wrong?" she asked.

Bilbo knew it was pointless saying "nothing" to a mind reader.

"Oh, it's about last night," he grumbled. "It was my fault the trolls caught us. Something else Thorin's going to hold against me."

Wanda's telepathy had earlier pieced together what happened to the Company during her and Gandalf's absence.

"What if I told you that's what Fili and Kili were scared of?" she told Bilbo to cut himself some slack. "Thorin told them to watch the ponies. After some went missing, they were frightened he'd be disappointed in them. It was part of the reason they asked you to investigate."

"They got me to do their dirty work?!" Bilbo incredulously concluded.

The remark drew the dwarves' confused attention. Wanda put a finger to her lips as a sign to keep his voice down.

"In fairness to them," she continued, "they didn't believe you'd get caught. It's just they're inexperienced like you. And even if Thorin thinks you got them into trouble, all the others believe you got them out of it."

Bilbo was puzzled at this. "What do you mean?"

"You were the only one smart enough to outwit the trolls," Wanda wryly reminded him.

The Hobbit knew what the Scarlet Witch had said wasn't just guesswork on her part. His spirits raised, Bilbo also remembered what she said about mind games.

"Yes I was," he agreed before pretending to make an awkward observation. "Though I didn't expect we'd have save these dwarves this early."

"That makes two of us," Wanda lightly laughed at his wit.

Bilbo's first near-death encounter also gave him pause for thought.

"It really is a dangerous business stepping out your door," he reflected more seriously.

The Scarlet Witch hadn't forgotten her telepathic nudge to Bilbo before leaving Bag End.

"It is, Bilbo," Wanda similarly replied. "And you can only do it if you've got courage."

Bilbo softly smiled at the indirect compliment. Suddenly, everyone's attention was grabbed by a sprinting Nori.

"What is it, Nori?" Dori asked as his brother sped past him.

"I'm just getting me shovel," Nori said as he dashed towards the Company's camp.

"You've found something?" Kili referred to the search party.

"Have we!" Nori's voice echoed from the woods. "We're rich already!"

Wanda easily picked up Nori's excited thoughts. The search party had found the trolls' lair and the loot it contained. She felt Nori had every right to be happy about the discovery. The floor of the lair was carpeted in gold coins. There was also chests containing jewellery, precious gems, goblets and other finery. It looked like the trolls had also plundered a number of swords and weapons. Bilbo noticed how Wanda's eyes were flickering.

"You see what they've found?" he eagerly guessed.

The troll's wealth included the possessions of their unfortunate victims. However, the Scarlet Witch couldn't help but feel a rush of excitement over the treasure.

"It's got to be worth millions," Wanda confirmed with a smile.

Those nearby the pair heard this. It seemed some descriptions of wealth were universal even if currencies weren't. The dwarves grinned and patted each other on the back at this unexpected windfall. They now began treating being captured by the trolls as a joke.

"After being roasted on a spit," Ori began, "we deserve a treasure worth billions!"

Ori's peers laughed with approval at his joke and increasing confidence. By contrast, Wanda recalled what Ultron did to Klaue.

"Just make sure its not vibranium," she advised the dwarves _sotto voce_.

* * *

The search party returned a short while later. There was too much loot for the dwarves to take all at once. Gloin was also concerned others might find the troll's horde besides the Company. With Nori's shovel, they buried a small chest of gold and valuable items as a 'long term deposit' to provide at least some sort of return from the quest. However, the search party was by no means empty-handed when it rejoined the rest of the Company.

Gandalf and Thorin had each claimed an ancient Elvish sword to arm themselves with. The former had found a smaller Elven blade that he gave to Bilbo to use as a shortsword. The other members of the search party had stuffed their pockets with gold coins. They began distributing them around the Company, including to its sole female member.

"There you go, Wanda," Bofur told her as he handed her a small pile of coins. "Just a small thanks for what you did last night."

"I was joking about not helping for free," she tried declining payment.

Bofur wouldn't hear of it.

"Well, you can always gamble it away like most of us do," he wryly suggested instead. "But here's something you should try and hold on to."

Bofur passed Wanda a comb different to those normally found on Earth. Its shaft was of short width with long teeth. The comb was made of silver engraved with a vine-like pattern. Its most striking feature was a large white pearl inlaid on the middle of the shaft. It was the most beautiful comb Wanda had ever seen. Bofur began explaining why he'd given it to her.

"I don't mean to pry," he prefaced. "But I couldn't help notice you've been struggling with your hair a bit."

More than touched, Scarlet Witch was prevented from responding by an unlikely source.

"Wanda," Thorin called her over for a private word.

Wanda gave Bofur's shoulder an appreciative squeeze before she walked over to the Dwarf King. Bofur was pleased she liked her gift until he saw Bombur giving him a smug look. Bombur didn't have to say a word for his brother to know what he was gloating about.

"I wasn't looking for a kiss," Bofur grumbled at him.

Meanwhile, Thorin and Wanda began their first civil conversation.

"Gandalf told me about the orcs," Thorin said before giving her a respectful nod.

Wanda accepted this was the closest to an apology she'd get from Thorin for his previous behaviour towards her.

"No problem," she modestly replied. "And I didn't sense any on the way back."

Thorin hoped that meant the Company could pass through the rest of the Trollshaws free of incident. His ideal passage still wasn't the same as the Grey Wizard's though.

"Thanks to you, we now have a clear path to the Misty Mountains," Thorin confidently predicted. "And Gandalf can quickly catch up after taking you to the Hidden Valley."

Wanda was about to reply when she sensed something to the east. Her head snapped in the direction.

"What?" Thorin asked.

Wanda didn't turn to reply. "Someone's closing in on us."

Thorin gripped the hilt of his new sword in response. Maybe the Company's path wasn't as clear as he and Wanda had hoped.

"Orcs?" he presumed.

The Scarlet Witch slowly shook her head.

"No," she reported more curious than alarmed. "Someone like…Gandalf."

Thorin wasn't one for taking chances.

"Someone's coming!" he alerted the whole company.

Gandalf had just presented Bilbo with his shortsword.

"Arm yourselves!" the Wizard instructed in support.

Gandalf and the dwarves immediately drew their weapons and rushed in the indicated direction. Wanda noticed Bilbo uncomfortably holding his blade as he made to follow.

"Stay close to me," Wanda told the Hobbit as she ran alongside him.

The intruder burst out of the woods a few moments later. He came to a sudden halt in the midst of the Company.

"Thieves! Fire! Murder!" he exclaimed as if unhinged.

Wanda had to blink twice at the oddest individual she'd encountered since coming to Middle-earth. The intruder was dishevelled in both dress and appearance. His hair and beard were both long and light brown in colour. There was also specks of dried bird droppings on the right side of his head. His felt hat and unkempt robe were also brown. Though what struck Wanda most was the intruder's form of transport – a sled pulled by six pairs of two-foot long rabbits! There was nothing unusual about the intruder to Gandalf though.

"Radagast!" The Grey Wizard warmly welcomed his fellow Istari. "Radagast the Brown." Gandalf sheathed his sword before asking him; "What on earth are you doing here?"

The rest of the Company lowered their weapons given they weren't facing an enemy. Bilbo and the Dwarves were nonetheless just as puzzled as Wanda at encountering the Brown Wizard for the first time. Radagast didn't just have an eccentric dress-sense.

"I was looking for you, Gandalf," he replied in a fidgety and hyperactive manner. "Something's wrong. Something's terribly wrong."

"Yes?" Gandalf warily prodded.

Radagast opened his mouth to speak but then shut it. He made to speak a second time but again it ended in the same result. To most of the company, it appeared Radagast had forgotten what he wanted to talk about. Wanda was one of the exceptions. Just when she thought Radagast couldn't get any more bizzare, her telepathy sensed the Brown Wizard had _two_ minds. One of those minds was barely self-aware. The Scarlet Witch quickly solved the mystery.

"There's an insect in his mouth," she told all present.

"Oh!" Radgast exclaimed as if something lost had been found. He pulled a stick insect out of his mouth and cushioned it in the palm of his hand. "I was wondering where Slim went."

Bilbo and the Dwarves weren't the only ones baffled that an innoxious bug had a name.

 _And they call_ me _weird_ , Wanda privately reacted.

* * *

Radagast held his knotted staff as he, Gandalf and Wanda convened a few yards away from the rest of the Company. The Brown Wizard wanted to discuss what he'd come to see Gandalf about in private. He had no objections to Wanda being part of the conversation. Radagast was nonetheless curious about the reason why. It wasn't as though Gandalf had mentioned the young woman to him before. And the business of the Wise was always done out of earshot of others.

"Is the young lady a special friend of yours, Gandalf?" Radagast politely asked to understand.

"Wanda's more than a friend, Radagast," Gandalf answered while smoking his pipe. "She's also the Scarlet Witch. I've seen her magic myself. You can trust her as if she were one of our order."

Radagast's eyebrows shot up in surprise. It was high praise indeed for any mortal to be considered an equal of the Istari. He spoke to Wanda for the first time.

"So you're Wanda the Scarlet then?" Radagast tried guessing what to call her.

Wanda smiled at the Brown Wizard's seemingly innocent confusion.

"It's just Wanda," she replied.

The Grey Wizard intervened given the Company's journey was already delayed.

"So why did you need to see me, my friend," Gandalf hinted to his fellow wizard

Radagast's demeanour seemed to completely transform. His tone of voice was nothing but serious.

"It's about Mirkwood," Radagast began. "A dark and powerful magic spreads throughout the forest. Whatever green is left will soon be claimed by it. Even the very air is foul with decay. But worse are the webs."

"Webs?" Gandalf repeated, unsure of the significance. "You know better than most spiders have long infested it."

"Not the ones I encountered," Radagast revealed. "Giant spiders. Some kind of spawn of Ungoliant, or I am not a Wizard."

Wanda had followed Radagast's report up until now. She read about Mirkwood at Bag End and saw it was home to 'great spiders' on Thror's Map. But what had spawned the spiders was completely lost on her.

"Ungoliant?" Wanda wanted to know.

"A dark and primordial spirit, Wanda," Gandalf said with foreboding overtones. "She took the form of a monstrous spider. Ungoliant may no longer be with us. But her brood has plagued Middle-earth for centuries, up to this very day."

"I followed this particular brood's trail," Radagast tied in his narrative. "They came from Dol Guldur."

Wanda vaguely remembered the name from one of Bilbo's maps. She more noted Gandalf's shock at hearing it.

"Dol Guldur?" Gandalf said in disbelief. "But the old fortress is abandoned."

The Brown Wizard subtly shook his head.

"No, Gandalf, it is not," Radagast softly advised. "A dark power dwells there, such as I have never felt before. It is the shadow of an ancient horror."

Such was Radagast's emotion; Wanda clearly saw flashbacks of his search.

 _Radagast had crossed a narrow stone bridge into a dark, ruined fortress. Dol Guldur was much vaster than Barad Mindon was. The Brown Wizard cautiously entered a small courtyard with his staff at the ready._

"One that can summon the spirits of the dead."

 _A malevolent spectre of a long-haired king suddenly attacked the Brown Wizard from behind. Radagast parried his attacker's ghostly blade just in time. The Brown Wizard's eccentric nature belied his strength as a combatant. He quickly bested his foe after a few strikes of his staff. The spectre fled from the scene with an unsettling screech, its blade turning corporeal as it dropped to the ground. However, it wasn't the spectre's attack that had frightened Radagast._

"I saw him, Gandalf. From out of the darkness, a Necromancer has come."

 _Radagast tentatively looked in the direction of an archway. There stood a black shadow that quickly took the form of a featureless man. The Necromancer whispered an evil sounding speech that seemed to bend the light and darkness around him. Radagast was suddenly pulled towards the Necromancer like falling into an abyss._

Wanda released a frightened gasp as the flashbacks terminated. She'd seen more than her share of crimes and suffering. But she had never felt such evil personified in the form of the Nercomancer. Even Ultron had the excuse of following his original programming. Radagast was shaking from remembering as well. The Grey Wizard had noted both their reactions.

"Try a little Old Toby," Gandalf told his fellow wizard. "It'll help settle your nerves."

After cleaning the stem of his pipe with his beard, Gandalf offered it to Radagast. The Brown Wizard took a deep breath of the smoke.

"And out," Gandalf finished his 'treatment'.

Radagast exhaled the smoke with eyes crossed and a blissful look on his face. Gandalf let him enjoy the moment as he spoke to the less flighty witness of the Necromancer.

"You saw?" he confirmed of Wanda.

The Scarlet Witch didn't need pipeweed to gather her thoughts.

"He was like a shadow," she described from the flashbacks. "An evil shadow."

Radagast momentary euphoria had passed by the time Wanda said this.

"So you can read thoughts like Lady Galadriel," he deduced before telling Gandalf his opinion of the Scarlet Witch. "Oh, I like her Gandalf."

It was the second time Wanda had heard about Galadriel. She was still too shaken to ask about her or to take in Radagast's compliment.

"I don't understand how that sword fell to the ground," Wanda put to him.

"What sword?" Gandalf asked in support.

Radagast reached into the folds of his robe and pulled out the said item. The sword had been heavily wrapped in cloth. He passed it to Gandalf who untied one of its leather bindings. The Grey Wizard found the sword's design both familiar and disturbing. Wanda was simply disturbed as the spectre's screech momentarily echoed in her mind again.

"That is not from the world of the living," Radagast uneasily insisted to Gandalf.

The trio's discussion was abruptly curtailed by a chilling howl in the distance. The rest of the Company heard it too. Bilbo was scared one of his worse fears about adventuring was about to be realised.

"Was that a wolf?" he tentatively asked aloud. "Are there wolves out there?"

The Hobbit wasn't the only one unnerved by the howl. Recognising the sound, many of the dwarves were more currently more frightened than he was.

"Wolves?" Bofur responded on their behalf. "No, that is not a wolf."

Hidden behind a nearby crag lay a Warg that stood six foot at the shoulder. The warg instantly launched itself without warning. It landed among the Company in a single bound savagely baring its fangs. Thorin moved equally rapid, striking and killing the beast with his new sword. A similar sized warg attacked from the opposite side, directly targeting the Dwarf King. Fortunately, Thorin wasn't the only warrior from the House of Durin with quick reflexes. Kili shot and injured the warg with an arrow. The warg fell awkwardly and tried getting back up. Wanda, Gandalf and Radagast arrived on the scene to see Dwalin dispatch the warg with a blow to the head.

"Warg-Scouts!" Thorin recognised this was no random attack. "Which means an Orc pack is not far behind."

"Orc pack?" Bilbo repeated as things went from bad to worse.

The Grey Wizard had similar feelings. He still had a tiny hope that the events of the last twelve hours were coincidence.

"Who did you tell about your quest, beyond your kin?" Gandalf hurriedly asked Thorin.

"No one," Thorin dismissed his concern.

"Who did you tell?!" Gandalf demanded he take the matter more seriously.

"No one, I swear!" Thorin emphatically insisted.

 _He's telling the truth, Gandalf_ , Wanda telepathically verified for him.

Ignorant of this, Thorin now put to Gandalf, "What in Durin's name is going on?"

Gandalf no longer believed in coincidences.

"You are being hunted," he tersely summarised.

"We have to get out of here," Dwalin urged from experience.

Wargs could outpace even the swiftest ponies. Even so, Dwalin's suggestion was quickly rendered useless.

"We can't!" Ori loudly reported from behind. "We have no ponies; they bolted."

Radagast offered his services just before Wanda offered hers.

"I'll draw them off," the Brown Wizard stated.

His fellow Istari thought this foolhardy at best.

"These are Gundabad Wargs; they will outrun you," Gandalf pointed out.

Radagast jerked his thumb behind at his transport.

"These are Rhosgobel Rabbits," he proudly reminded Gandalf. Radagast then gave a determined, snaggle-tooth grin. "I'd like to see them try."

Gandalf thought a moment before giving a curt nod of consent. Radagast promptly got on his sled at which the rabbits started sprinting. Assuming the decoy worked, there would only be a short window of time for the Company to slip out of the woods unnoticed.

"Gather what you can, quickly!" Thorin rallied them.

The Company scrabbled to equip themselves with what gear and supplies they could. The two exceptions were Gandalf and Wanda. The latter shared the former's concern about Radagast's safety.

"Let me handle them, Gandalf," the Scarlet Witch reminded him of her power.

"No, Wanda, not here," he firmly rejected the idea.

The Grey Wizard didn't doubt the Sokovian's power. His response was more driven by the potential threat facing the Company. Gandalf now had little doubt the Orc pack and the garrison at Barad Mindon answered to the same master. It was imperative not even a single enemy escape and report what the Scarlet Witch was capable of. If they did, their master could dispatch a whole army to hunt down the Company. Wanda could well be capable of destroying legions of Orcs on her own. Whether the rest of the Company could after she'd returned home was another matter entirely. Gandalf quickly formulated a plan that he hoped would cover all bases.

"I need your help getting the others to safety," he told the Avenger. "Starting with some mind games…"

* * *

A Gundabad Orc named 'Yazneg' led the pack of Warg Riders and Scouts. They had been shadowing Oakenshield's company ever since the Lone-lands. The Company's trail had gone somewhat cold in the Trollshaws. Last night, he sent a third of the pack to scout the southern surrounds. He led the remainder on the route he believed Oakenshield was most likely to have taken. Yazneg was using his scouts to flush out their prey into the open where they could be killed. Failing that, his orders were to drive them to Barad Mindon where Luzbodh's Orcs would be waiting.

Yazneg's pack was caught off guard as Radagast and his rabbits suddenly burst out of nowhere, sprinting away from the forest.

"Come and get me!" Radagast taunted the pack. "Ha ha!"

Yazneg ordered an immediate pursuit. The Company reputedly had a wizard in its ranks. Eliminating him would also remove a major obstacle to the plans of Yazneg's master. The pack's wargs released a blood-chilling howl before it belted away from forest's edge. Yazneg's riders frantically tried to catch Radagast on the plain. The Brown Wizard's faith in his rabbits was proven though. Under Radagast's direction, the rabbits nimbly dodged and evaded the landscape at high speed. This compared to Yanzeg's pack as Orcs and Wargs crashed into boulders and each other.

With the pack having taken the bait, the Company commenced its escape. They ran out of the woods out into the open. Gandalf took the lead as the Company used the boulders dotting the landscape to screen their movement. Wanda's telepathy was also valuable, she acting as scout without needing to use her eyes.

"Wait!" she warned the Company risked being spotted by Yazneg's pack.

The Company came to a sudden halt. A short distant away, Radagast drove his sled beneath an overhanging projection of rock. The Brown Wizard ducked with a quickness that belied his appearance. The Orc closest behind was painfully knocked off his warg. Wanda gave a nod to indicate the coast was clear.

"Quick!" Gandalf got them moving again. "Stay together!"

As the Company resumed running, its leader quietly asked Gandalf a question.

"Where are you leading us?" Thorin demanded to know.

Gandalf gave an awkward look as he opted not to answer. Thorin quietly bristled for two reasons. First, this was no time to argue. Second, Gandalf using the situation to keep his planned destination a secret. The urgency of the situation reasserted itself when a Warg Rider momentarily halted pursuing Radagast. Both Orc and Warg scented the air coming from the south. The smell they picked up required further investigation.

"One's coming to look for us," Wanda picked up the Orc's intentions.

The Company promptly took cover. The pressed themselves against the southern face of a large rock outcrop. The Warg Rider rode on top of the outcrop moments later. Both rider and mount sniffed more deeply as the scent got stronger. Wanda instinctively placed a protective arm across Bilbo's chest after picking up his thoughts. The poor Hobbit was more frightened now than when he'd been with the trolls. The savagery and cunning of Orcs and Wargs meant he couldn't outwit them over how to eat their prey. He held on to the consolation that the Scarlet Witch's mind games were far more powerful than this. It was a consolation shared by Thorin who sought to resume the Company's flight.

At a nod from Thorin, Wanda directed her telepathy at the Warg Rider. Many in the Company watched wide-eyed as Wanda conjured what resembled a thin column of red smoke. The 'smoke' rose to the top of the outcropping before entering the ears of both the Orc and Warg. The Scarlet Witch's mental control saw the pair immediately rejoin the rest of the pack as if they'd found nothing. That display of magic earned her an impressed smirk from a number of the Dwarves.

"Move," Thorin told his followers to use the opportunity.

The Company ran from the outcrop out into the open. To the north-east, the Warg Riders were still hotly pursuing Radagast. The distance between them and the Company continued to widen. Some in the Company began believing this escape might be easier than first thought. An ugly sounding horn from the south instantly shattered such hopes.

Yazneg's detachment had finished their sweep and was heading back to join the main group. The detachment was on top a low ridge when they spotted the Company less than a mile away. One rider in the detachment blew his horn to successfully attract the attention of the whole pack.

"The Dwarf-scum are over there!" Yanzeg now realised the Brown Wizard had been a decoy. "After them!"

There was a fearsome cacophony of warg howls as Yazneg led his force in the indicated direction. The Company had momentarily come to stop, startled at being found. The detachment had been out of Wanda's telepathic range for her to give warning. Orcs and Wargs were fast closing in from all sides.

"Run," Gandalf urged the Company out of their stupor. _"Run!"_

Already tired, the others sprinted after the Wizard as best they could. For every yard they ran the Wargs seemingly covered ten. It wasn't long before the inevitable happened.

"We're surrounded!" Fili exclaimed.

Yazneg's pack slowed the closer it got to its prey. They were deliberately tightening the net so none of the Company could escape. Orcs and Wargs also derived sadistic pleasure from extending the time victims had to contemplate their doom. As far as Thorin was concerned, Durin's Folk met their end only one way no matter what time they had.

"Hold your ground!" he ordered his followers to fight to the last.

Wanda was next to Bilbo as he and the Dwarves drew their weapons. Now she understood why Gandalf had been wary of entering battle. Even with her power, there was no guarantee she could destroy all advancing enemies before they reached the Company. However, Wanda was momentarily distracted from the imminent clash. The Avenger sucked in a quick breath after noticing Bilbo and Thorin's blades were glowing blue. Gandalf refocused her attention after spotting the safe path he'd been looking for.

"Now, Wanda," he coolly told her to carry out their plan.

The Scarlet Witch now carried out the mind games Gandalf had asked her to. Yazneg and his pack suddenly halted in confusion at what happened next. The young woman released a strange red mist over the Company. Even stranger was to follow. Without saying a word, the Dwarves and Hobbit turned in unison before following the Grey Wizard under a large boulder. Yazneg snapped into action as Oakenshield's company made its escape.

"Charge!" he ordered the pack to break formation.

The ground shook underneath Wanda from the thundering paws of two dozen wargs. She remained calm as the last of the Company escaped behind her. The Scarlet Witch focused her psychic energy until the pack was within twenty yards of her. With the area now clear of friendlies, she released the energy in all directions in a single concussive wave. Orcs and Wargs were instantly torn apart and destroyed after being hit. Yazneg didn't even have time to blink before being disintegrated by the powerful energy wave. All that remained of the Company's pursuers was a messy ring of black blood and fur.

Wanda allowed herself a moment of satisfaction that she'd carried out her part in Gandalf's escape plan perfectly. That satisfaction ended after hearing another horn in the distance to the north. Unlike the previous horn, this one produced a sure but melodious note. It came from a fast-moving armoured company on horseback. The Scarlet Witch wondered if the Company now faced a fresh lot of pursuers. No matter, she'd dispose of it like she had the last mounted threat. Wanda was suddenly prevented from behind.

"Hurry, Wanda!" Gandalf urged she follow him. "This way, quickly!"

Trusting the wizard knew what he was doing; Wanda ran towards him. Under the boulder was a man-sized hole for her to climb into. She slid down the hole into a small cavern where the rest of the Company had been anxiously waiting for her. Wanda's telepathic nudge had been so subtle that Bilbo and the Dwarves believed they had followed Gandalf of their own accord. Given the reasons, it was a mental manipulation the Avenger could live with. Her co-conspirator wanted surety about one of those reasons.

"You destroyed them all, Wanda?" Gandalf checked about Yazneg's pack.

Wanda simply nodded before asking, "Why didn't you let me take care of the others?"

"What others?" a concerned Thorin wanted to know.

"They looked like knights on horses," Wanda described them as best she could.

The Dwarves considered the description a moment. It seemed the concept of armoured knights wasn't an unfamiliar one in Middle-earth.

"Elves from the Hidden Valley I daresay," Gloin gruffly surmised.

The faces of a number of dwarves noticeably tensed at this. The prospect of facing heavily armoured Elves was almost as troubling as facing Warg Riders.

"Are they getting any closer?" Kili requested of Wanda.

Wanda tried sensing with her telepathy but came up empty.

"I can't tell," she reported.

A short path exited east from the cavern. Dwalin had been sent to scout it to make sure it was clear. From where he stood, he couldn't tell what the Company risked walking into.

"I cannot see where the pathway leads," Dwalin called back to the Company. "Do we follow it or no?"

After being chased by Warg Riders and potentially now Elves, many in the Company thought the choice was obvious.

"Follow it, of course!" Bofur insisted.

The Grey Wizard was chuffed as the Dwarves unwittingly carried out the last part of his escape plan.

"I think that would be wise," Gandalf softly agreed.

The Company began following the path. It quickly became quite narrow, only allowing movement in single file. Bombur found navigating the rocky confines particularly uncomfortable. Wanda looked up and saw the path was actually more a crack between two tall cliffs. However, it was something else about the path that got her attention.

Wanda took in the sunlight streaming down from above. "This place feels like –"

"Magic," Bilbo revealed she wasn't the only who thought as such.

"That's exactly what it is," Gandalf happily confirmed from behind. "A very powerful magic."

The Scarlet Witch sensed the said magic permeating the rocks and in the very air itself. She wouldn't call it telepathy. But the magic made her feel safe and secure, as well as a sense of contentment she hadn't felt in a long time. The source of the magic was soon revealed.

"There's a light ahead!" Dwalin told those following him.

The pathway led out onto a ridge at which the Company halted. An awed smile burst across Wanda's face at what she saw. Before the Company lay a valley gleaming in golden sunlight surrounded by beautiful woods and waterfalls. A rainbow could be clearly seen in the background. The valley was not unoccupied though. Across a narrow stone bridge was a settlement of magnificent wooden structures, the largest being a palatial home. Until now, Wanda never believed in 'magical' places existing outside of fairy tales. Not even in Middle-earth.

"The Valley of Imladris," Gandalf announced the name of the location. "In the Common Tongue, it's known by a another name."

"Rivendell," Bilbo easily knew from his maps.

"This is the Hidden Valley?" Wanda wanted to be sure.

Gandalf smiled at the gleam of excitement and wonder in the Sokovian's eyes.

"Yes, Wanda," he warmly confirmed. "Here lies the last Homely House east of the sea."

It went without saying, the Dwarves weren't as thrilled as the Scarlet Witch to have entered an Elven stronghold. Particularly their leader, now knowing why Gandalf wouldn't reveal where he was leading the Company.

"This was your plan all along," Thorin accused the wizard. "To seek refuge with our enemy."

Rivendell's atmosphere wasn't enough to completely dampen Gandalf's annoyance.

"You have no enemies here, Thorin Oakenshield," he rebuked his attitude. "The only ill-will to be found in this valley is that which you bring yourself."

The Dwarf King believed the Eldar had a proven record of ill will to Durin's Folk.

"Do you think the Elves will give our quest their blessing?" Thorin cynically argued. "They will try to stop us."

"Of course they will," Gandalf acknowledged as if Thorin had the said the obvious. "But we have questions that need to be answered."

Thorin lowered his head in resignation. Wanda sensed his thoughts. Despite wishing otherwise, Thorin knew Gandalf was right. He nonetheless felt such help still represented something of a betrayal on his part of Thror and Thrain. No one was more surprised than Thorin when Wanda placed a supportive hand on his shoulder.

"Gandalf said Elrond can help me get home," Wanda prefaced before pledging the Dwarves her aid. "Well, not before I persuade him to help you get to yours."

Thorin responded with the slightest curl of a smile. Gandalf felt nothing but pride in the Scarlet Witch. In spite of all Wanda had been through in her short life, she never hesitated to put other's needs ahead of her own. That being said, the intricacies of diplomacy between the Free Peoples were best left in experienced hands.

"If we are to be successful," Gandalf counselled and warned, "this will need to be handled with tact and respect and no small degree of charm."

Wanda struggled to keep a straight faced as she interrupted, "So what do you want me to say?"

Bilbo and Gandalf happily chuckled at this for a number of reasons. One of them being the sight of Thorin laughing at a joke of Wanda's for the first time.

* * *

 **Like last chapter, I tweaked canonical events to suit the plot. Though my late pet rabbit would've attacked the wargs instead of running away from them.**

 **In the film, the Greenwood turned into Mirkwood. In Tolkien literature, however, Mirkwood came into being centuries before the events in _The Hobbit_ took place. I've adapted the literature version to align it with the text on Thror's Map.**

 **Wanda is a powerful protagonist, especially so in Middle-earth. Gandalf restraining her reflects my view that she still can't exercise that power in isolation. Particularly given Gandalf's uncertainty about the Necromancer's identity (cough).**

 **Keen readers will have picked up another nod to Disney with the reference to** _ **A Bug's Life**_ **. And Radagast liking Wanda was acknowledging Sir Ian McKellen's role in another famous Marvel franchise.**


	8. The Centre of Attention

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

08/08/2016

 **Dan man** : It would've been highly remiss of me not to allude to the Gandalf/Magneto – Scarlet Witch connection at least once.

 **Z R Stein** : Like how Wanda helped with the evacuation of Novi Grad, it was more her nudging the dwarves to safety.

 **Omegashark18** : I often enjoy writing such scenes more than the action ones.

* * *

 **Chapter 8 – The Centre of Attention**

Led by Gandalf, the Company followed the winding path down into the valley. They crossed the narrow stone bridge into Rivendell's main courtyard. In front of them was a tall flight of stairs where two heavily armed Elven sentries stood guard. With the exception of Gandalf, none in the Company had been to Rivendell before. Alone in the courtyard, they took in their first up-close look of the Elven refuge.

Bilbo and Wanda were awed by its majesty. Its architecture included gardens, courtyards, sunlight terraces and buildings that inspired wonder and delight. The entire place seemed to be suspended in an eternal state of tranquility. Standing next to Gandalf, Wanda was so lost in the surroundings that she failed to sense how much the Company's dwarves were on edge.

The hostility Thorin and his followers had against things Elvish wasn't just due to the loss of Erebor. Relations between Elves and Dwarves had been strained for nearly a thousand years, ever since Durin's Bane was woken in Moria. Those strains had intensified in recent times over such disputes as the ownership of White Gems of Lasgalen. Something resembling a cold war now effectively existed between the two races – a war Gandalf sometimes feared turning hot. The Grey Wizard would soon find out that not even Rivendell's peaceful confines provided refuge from that fear.

The Company soon noticed a dark-haired, male Elf descending the stairs to meet them. Like many in the Company, it was the first time Wanda had met one of the Eldar. She made no attempt to read the Elf's mind if only because her attention fell on his refined, pointed ears. Wanda learnt the Elf's name after finding out Gandalf also had another identity.

" _Mithrandir_ ," the Elf warmly greeted him in Sindarin.

The Grey Wizard's eyes lit up in recognition. "Ah, Lindir!"

Lindir had been Steward of Imladris ever since its founding. He wore a stylish robe and silver diadem upon his head. Gandalf's friendly acknowledgment contrasted to the dwarves' murmurs of distrust. Lindir continued speaking to Gandalf in Sindarin did little to dispel that distrust. Aware of this, Gandalf sought to bridge the gap in the Common Tongue.

"I must speak with Lord Elrond," Gandalf came straight to the point.

"My lord, Elrond is not here," Lindir informed in kind.

Gandalf was somewhat surprised. "Not here? Where is he?"

A sure but melodious horn sounded in the distance. Both Gandalf and Wanda recognised the sound. Though the former was more familiar with the sound and its significance. It was why he'd earlier stayed the Scarlet Witch from destroying the group of mounted 'knights'. For Gloin's assumption about the knight's identity had been correct. Trotting over the bridge towards the Company was a squadron of Rivendell heavy cavalry. The Elves in the squadron wore bronze coloured cuirasses and helms as well as being armed with an assortment of banners, lances, swords and bows. The cavalry didn't appear to be slowing as it approached the courtyard. Wanda sensed the Elves were generally wary of the dwarves but didn't intend to harm them. Lacking Wanda's telepathy, Thorin believed there was only one reason for the cavalry's speed.

" _Ifridi bekar!_ " he told his followers to ready their weapons in Khuzdul. "Hold ranks!"

The dwarves instantly complied with their king's command. They formed themselves into a tight defensive circle with weapons pointing outward. Bilbo was caught unawares as Bofur dragged him into the circle for protection. The dwarves gave steely looks of resolve as the mounted Elves seamlessly encircled them like a school of fish. The cavalry held position as one rider separated from the main group and halted before Gandalf. The Elf had long black hair and blue eyes possessing a wise and noble look. Unlike Lindir, his diadem was made of gold.

"Gandalf," the Elf regally greeted him.

The Grey Wizard gracefully bowed.

"Lord Elrond," Gandalf respectfully acknowledged the Lord of Imladris.

The pair briefly conversed in Sindarin. Wanda's initial impression of Elrond was that his domain was a reflection of him. The Elf-lord's assured and comforting demeanour camouflaged the great power he undoubtedly possessed. Remembering her initial encounter with Gandalf, Wanda didn't even try reading Elrond's mind. It didn't take long for her to know what he was thinking. Elrond dismounted before sharing a brief, almost brotherly embrace with Gandalf.

"Strange for Orcs to come so close to our borders," Elrond said before giving Wanda an enigmatic look. "Even stranger was the manner in which they were destroyed."

The Grey Wizard had introduced many to Elrond over the centuries. This was one of the proudest introductions he'd made in quite a while.

"May I have the pleasure of introducing you to Wanda Maximoff," Gandalf warmly acquainted them. "The Avenger known as the Scarlet Witch."

A personal introduction from Gandalf was enough to satisfy Elrond that someone posed no threat. Learning more about the order that the Scarlet Witch was part of could wait.

"Welcome to Rivendell, Wanda Maximoff," Elrond greeted her before gently kissing her hand.

In a reversal of events outside _The Green Dragon_ , it was Wanda who now blushed after receiving a kiss. It was from a combination of Elrond's noble charm and Rivendell's atmosphere. Elrond's gesture caused several of the dwarves to quietly grumble. They mightn't have any romantic feelings towards Wanda. However, they'd nonetheless grown quite attached to, if not possessive of, 'their' witch.

"Thank you," Wanda softly replied to her host.

"As you witnessed, my friend," Gandalf continued singing her praises to the Elf-lord. "Wanda's a major reason for our company's safe arrival here."

It was then that Thorin stepped forward. He wanted to silently remind the Grey Wizard that 'our company' was actually that of Thorin Oakenshield. The Lord of Imladris welcomed the King under the Mountain differently to Wanda.

"Hail Thorin, son of Thrain," Elrond greeted him one ruler to another.

Thorin wasn't the slightest bit charmed. If only because he and Elrond had never crossed paths until now.

"I do not believe we have met," Thorin pointed out.

"You have your grandfather's bearing," Elrond alluded about his millennia long age. "I knew Thror when he ruled over the Mountain."

Wanda sensed Thorin's inner reaction to this. He still believed seeking Elrond's help represented a betrayal of his grandfather.

"Indeed; he made no mention of you," Thorin coolly scoffed.

Elrond's eyes narrowed at this before responding in Sindarin. His reply to Thorin's disrespect sounded both calm and resolute. Wanda discerned a couple of words from Gandalf's spell at Barad Mindon. Thorin's followers suspected Elrond's reply was something different than casting a spell.

"What is he saying?" Gloin growled in accusation. "Does he offer us insult?"

The other dwarves bellicosely agreed, wanting to defend their liege-lord's honour.

"No, Master Gloin, he's offering you food," Gandalf corrected him with slight frustration.

Wanda noted that Elrond didn't seem ruffled by the dwarves' suspicions. If anything, the Elf-lord seemed somewhat amused as the dwarves huddled to privately discuss his offer. Wanda tried not to laugh after the huddle broke.

"Ah well, in that case, lead on," Gloin replied as if he'd understood Elrond's offer all along.

The dwarves immediately began following Elrond and Gandalf up the stairs. Wanda was about to join them until noticing the dwarves had left a flummoxed looking Bilbo their wake. She walked up to him.

"What's wrong?" Wanda asked.

Bilbo spilled what the dwarves had discussed in their huddle. Believing he'd gotten over it, the Hobbit was again rankled by the Company's supper at Bag End.

"They hope Elrond has a bigger pantry than mine," he grumbled.

* * *

Elrond again proved his reputation as a gracious host. He granted the Dwarves' request for common quarters. The rest of the Company were all given separate rooms. Wanda hadn't felt as 'at home' ever since her parents died. Her spacious wooden room had ornate furniture and tapestries creating a comfortable feel. The room also led out onto a small balcony overseeing one of the valley's waterfalls. More comforts followed within minutes of being shown her room.

The Avenger was provided a wardrobe of Elven clothing as household servants prepared a hot bath for her. Wanda was soon left alone for some privacy. As she soaked in the bath's relaxing waters, she imagined Rivendell being located on Earth. With an in-house masseuse, the Hidden Valley would quickly become the world's most popular health resort. Wanda changed into a long-sleeved Elven gown that was light green in colour. The gown seemed to have been woven from the finest silk given its light and luxurious feel. After using Bofur's comb for the first time, Wanda left her room for dinner.

Elrond had invited the Company to join him for dinner. Most of them, including Bilbo, were already seated in an open courtyard. However, the Elf-lord insisted on escorting Gandalf, Thorin and Wanda to his own table as his special guests. Thorin stood waiting in the foyer Elrond said he'd meet the trio. The Dwarf King didn't even blink when Wanda joined him in her new attire. The Scarlet Witch was slightly concern seeing Thorin grasping the scabbarded sword he'd found in the troll cave. Wanda jutted her chin at the blade.

"I don't sense anyone planning to harm us," she tried assuring him.

The Dwarf King wasn't armed for the purposes of protection.

"It's more to humour Gandalf," Thorin revealed with noticeable sufferance. "He said Elrond might be able to tell us more about the swords we found." Thorin used this to segue to why the Avenger was here. "I assume he hasn't told you any more about getting home?"

The Scarlet Witch shook her head. "I haven't spoken to anyone since being shown my room."

Thorin simply noted this before broaching a related matter.

"I do appreciate your promised support, Wanda," he sincerely thanked her. "It's been a long while since one from the Race of Men's offered us help." He bitterly added, "Certainly not without asking anything in return."

"I first believed that's what List was doing," Wanda reflected aloud.

"List?"

"Nothing."

It was then Elrond, Gandalf and Lindir joined the pair. Unlike Thorin, the first two momentarily took in Wanda's appearance.

"I'm glad the clothes we provided fit you," Elrond complimented her. "Don't hesitate to ask if you need more."

"You've given me more than enough," Wanda declined with good humour.

"It's the least we can do given what Gandalf's said about you," the Elf-lord graciously replied.

Wanda weighed up if asking for details would result in Elrond making her blush again. She then sensed something at the edge of her telepathy causing her to quizzically smirk. Perhaps the Lord of Imladris could be made to blush instead?

"I do have one request though," Wanda said seriously.

Elrond gave an assenting nod.

"Unless you want the dwarves starving to death," the Sokovian wryly warned, "I'd suggest serving them some meat."

As Wanda had somewhat hoped, both Elrond and Gandalf gave an embarrassed laugh of understanding. It had been so long since Rivendell had hosted Dwarven visitors that it had almost forgotten about their dietary habits. Despite Wanda reading the minds of his followers, Thorin gave her suggestion an appreciative sniff. Lindir immediately went to the kitchens to sort the matter. Gallant to the last, Elrond offered Wanda his arm as chaperone. The pair engaged in small talk after the Avenger accepted it.

"I only regret my daughter's not here," Elrond stated as they walked in front of Gandalf and Thorin. "I believe the pair of you would get along well."

"Where is she?" Wanda asked out of habit.

Something of an ambiguous air hanged over Elrond's response.

"At her grandmother's in Lothlorien," he answered.

The rest of the Company sat at two rectangular tables separate to the round one prepared for Elrond and his special guests. As Wanda sensed, the Dwarves weren't happy in spite of the feast they'd been provided. The Elves served food they themselves were used to eating – largely salads and small pastries resembling quiches. The only thing the Dwarves found worse was the ambience. An ensemble of Elven musicians played a gentle and soothing melody while they ate. To the Dwarves though, it sounded like the music one played at a funeral. Their discomfort was momentarily forgotten.

Elrond arrived in the courtyard with his guests. For once, the dwarves completely ignored their king. Their and Bilbo's attention was solely on Wanda. The Hobbit thought it was though the Scarlet Witch had transformed herself into a fair and graceful queen. It was an opinion shared by all others seated. Though Kili's awed look was slightly tinged with jealousy at the sight of Elrond escorting the Sokovian. Kili's reaction didn't go unnoticed by many of his peers.

"Easy, Kili," Bofur needled him for all to hear. "I've a hunch Wanda can defend her own honour."

Even Fili laughed at his brother's expense. Kili flushed at being caught out.

"It's funny," Kili dryly complimented Bofur's wit.

The new arrivals pretended not to hear the exchange so as to spare Kili further embarrassment. Elrond, Gandalf and Thorin waited for Wanda to sit first before doing so themselves. Unlike the dwarves, Wanda found the dinner provided much more to her palate. The others at her table immediately got down to business, commencing with Thorin passing his sword to Elrond.

"This is Orcrist, the Goblin Cleaver," Elrond identified it almost immediately. "A famous blade, forged by the High Elves of the West, my kin. May it serve you well."

Thorin accepted Orcrist back with a respectful nod. Elrond then read the runes inland on the hilt of Gandalf's blade.

"And this is Glamdring," the Elf-lord revealed, "the Foe-hammer, sword of the King of Gondolin. These swords were made for Goblin wars of the First Age."

The Scarlet Witch inferred that, like Mjolnir, the two swords weren't exactly everyday weapons.

"I take that was a long time ago?" she assumed.

"Indeed, Wanda," Elrond confirmed. "Thousands of years ago. Weapons such as these are an extremely rare find." He then asked Gandalf, "How did you come by them?"

"We found them in a troll hoard on the Great East Road, shortly before we were ambushed by orcs," the Wizard answered without hesitation.

Wanda instantly sensed Thorin's displeasure at Gandalf's candour. The Dwarf King was worried that Elrond might now try and claim the hoard for himself. Wanda didn't have to read Elrond's mind to know Thorin was being unduly paranoid. The Lord of Imladris would have to be fabulously wealthy to build and maintain a stronghold such as his. Elrond's follow up question further indicated that gold wasn't his main interest in the Company's discovery.

"And what were you doing on the Great East Road?" he coolly enquired.

Thorin wasn't in the mood to field more uncomfortable questions. He lodged an indirect protest over Gandalf's lack of discretion – as well as the wizard failing to defer Elrond's first question to him.

"Excuse me," Thorin tersely took his leave.

The Dwarf King stood up before walking over to his followers. It coincided with a new group of arrivals. Lindir had entered the courtyard with a group of servants. The servants carried large wooden platters of cold meats including pheasant, boar and venison. The dwarves loudly cheered as if they'd been relieved of a gruelling siege.

"Why didn't you serve it to start with?" Nori asked and accused Lindir.

The Steward of Imladris replied like a waiter dealing with an obnoxious diner.

"You have the Lady Wanda to thank, sir," Lindir patiently explained.

"Didn't I say she provides without having to be asked?" Dwalin proudly reminded his fellows.

The dwarves roared with approval at how the Scarlet Witch had saved them again. Bifur was particular effusive. He shot up from his chair and excitedly rambled with arms raised in triumph. Gandalf and Elrond chuckled being the only ones who understood what he was saying.

"What did he say?" Wanda asked the pair.

"That this is the best spell you've ever cast!" Gandalf cheerily answered.

* * *

Elrond used Thorin's protest to ask more questions of Wanda. Questions about her telepathy resulted in the story of how she'd discovered Ultron's plans for human extinction. The story included Vision's uneasy birth in Avengers Tower. Unfortunately for the Scarlet Witch, Elrond couldn't think of any immediate solution for her to get home. They and Gandalf agreed to meet in Elrond's library the following morning to see if something could be found in its vast number of tomes. In the meantime, the trio faced an equally challenging problem shortly after dinner.

A cloudy night had fallen on Rivendell. Wanda was now with Elrond, Gandalf, Thorin, Balin and Bilbo in the Elf-lord's moonlit chambers. Gandalf had planned to use Orcrist and Glamdring over dinner as a confidence building measure. After Elrond gave Thorin his blessing to use Orcrist, Thorin would then feel relaxed about showing Thror's Map to the Elrond. Thorin had left dinner before the map could even be discussed. Gandalf felt he had no choice than to try and force the issue. Unlike the Wizard hoped, Elrond's blessing hadn't dented Thorin's distrust the slightest.

"Our business is no concern of Elves," Thorin resolutely declared.

"For goodness sake, Thorin, show him the map," Gandalf impatiently told him.

The Dwarf King's position only hardened. He looked at Elrond while answering.

"It is the legacy of my people," Thorin told both the Wizard and the Elf-lord. "It is mine to protect, as are its secrets."

"Save me from the stubbornness of Dwarves," Gandalf vented in exasperation. "Your pride will be your downfall."

Wanda sensed that Thorin treated that warning as something of a badge of honour. A true Dwarf stood by his beliefs no matter what. While Gandalf was frustrated with Thorin, Wanda felt slightly frustrated Gandalf. The Grey Wizard still wasn't following her advice about Thorin's feelings. The key to persuading Thorin was showing that he and Elrond had a common stake in each other.

"This is the Hidden Valley, Thorin," Wanda reminded him. "Elrond wouldn't let us stay here if he thought you'd reveal its location. He trusts you. It's why you can trust him with the map."

Elrond didn't feel the Scarlet Witch was putting words in his mouth. If anything, it proved the young woman was naturally perceptive even without her telepathy. Elrond nonetheless refrained from voicing support least Thorin think he was using Wanda to do his talking.

"What guarantee do I have he won't disclose its secrets after we've gone?" Thorin sceptically argued.

"The same guarantee you won't reveal the secret path into here," Wanda patiently pointed out.

Despite not wanting to admit it, something Wanda said spoke to Thorin. Thorin's goal of reclaiming the Erebor was driven by a strong sense of justice. Elrond trust him with the secret path into Rivendell. Thorin's conscience started arguing did not the Elf-lord deserve some trust from him? Thorin's confidant felt it past time he trusted someone else.

"Wanda's been with us from start," Balin told him. "Trust her, Thorin."

Thorin considered for a few seconds how the Scarlet Witch had aided the Company. Even the greatest dwarf warrior would've struggled to protect it as well as she had. Thorin's sense of justice told him if that didn't show Wanda cared about Durin's Folk, then nothing could.

Despite the Avenger upstaging his diplomacy, none was more pleased than Gandalf at the results of her intervention. The icy relations between Elves and Dwarves experienced the tiniest of thaws as Thorin handed over the map to Elrond. The Elf-lord's face didn't betray any emotion as he looked at the parchment.

"Erebor," Elrond noted the subject in a neutral tone. "What is your interest in this map?"

Wanda now silently apologised to Gandalf. It seemed the wizard was taking her advice after all.

"It's mainly academic," Gandalf fudged the truth.

He gave Thorin a knowing look. The Dwarf King appreciated this particular interruption of the wizard's. It aimed at keeping the Elves unaware about the Company's true objective.

"As you know, this sort of artifact sometimes contains hidden text," Gandalf continued if there was nothing untoward. "You still read Ancient Dwarvish, do you not?"

Elrond said nothing as he examined the map further. He realised something while standing in the moonlight.

" _Cirth Ithil_ ," Elrond hypothesised in Sindarin.

"Moon runes," Gandalf translated to the others. "Of course. An easy thing to miss."

"Well in this case, that is true;" Elrond concurred. "Moon runes can only be read by the light of a moon with the same shape and season as the day on which they were written."

His initial unease in Elrond subsiding, Thorin asked with noticeable eagerness; "Can you read them?"

Elrond soon led the Company to an open area outside, on the side of a cliff, with waterfalls all around. The six of them walked up to a large crystalline table. Bilbo now made his first contribution to the discussion. It was from remembering a childhood activity involving lemon juice.

"You know," he said to no one in particular, "moon runes sound a bit like invisible ink."

"Certainly the principle's the same, Master Baggins," Elrond said as he lay the map out on the table. "These runes were written on a Midsummer's Eve by the light of a crescent moon nearly two hundred years ago. It would seem you were meant to come to Rivendell." He directly addressed the Company's leader. "Fate is with you, Thorin Oakenshield; the same moon shines upon us tonight."

All present looked up just as the moon peaked out the clouds. Just when Wanda thought Rivendell couldn't have any more visual wonders; rays of moonlight hit the crystalline table, causing light to flow through the map. Wanda gasped in awe as a set of ancient runes glowed on the map.

" _Stand by the gray stone when the thrush knocks_ ," Elrond translated them aloud, " _and the setting sun with the last light of Durin's Day will shine upon the keyhole._ "

"Durin's Day?" Bilbo asked what was also a question of Wanda's.

"It is the dwarves' New Year," Gandalf answered. "When the last moon of autumn and the first sun of winter appear in the sky together."

Thorin's joy about the runes was greatly tempered by this. Getting to the Lonely Mountain was now as much a race against time.

"This is ill news," he recalculated the Company's timetable. "Summer is passing. Durin's Day will soon be upon us."

"We still have time," Balin believed the quest still wasn't lost.

A tired Bilbo was unable to join the dots. "Time? For what?"

"To find the entrance," Balin clarified for him. "We have to be standing at exactly the right spot at exactly the right time. Then, and only then, can the door be opened."

Wanda now shared in some of Gandalf's earlier exasperation. For all Thorin's paranoia, both he and Balin had just let slip the true reason why Elrond was being consulted!

"So this is your purpose, to enter the Mountain," Elrond coolly concluded.

Thorin still only trusted Elrond so far. He believed this was the beginning of the Elves trying to stop the Company.

"What of it?" Thorin testily asked as he gruffly reclaimed the map.

Elrond remained unruffled he vaguely answered, "There are some who would not deem it wise."

"Who do you mean?" a concerned Gandalf wanted to know.

The Lord of Imladris reminded his friend that quests such as this inevitably attracted the interest of greater powers – both good and evil.

"You are not the only guardian to stand watch over Middle-earth," Elrond told him directly.

The Elf-lord took his leave of the Company for the night. Wanda noticed the troubled look on Gandalf's face.

"What did he mean by that?" she asked him.

The wizard recalled what Wanda had said about Vision. He compared the group dynamics of the White Council to those of another group of powerful individuals.

"Like the Avengers, my dear," Gandalf uncomfortably explained, "the Wise don't always move with the same will and purpose."

* * *

That same night in the Lone-lands, an Orc pack was atop the summit of Weathertop. The ruins of Amon Sul weren't occupied by any ordinary pack though. Its leader personified a critical and deadly miscalculation on Thorin's part. Azog the Defiler looked at the metal claw where his left forearm used to be. The Pale Orc found it a humiliating reminder of his unfulfilled vow to wipe out the line of Durin. Since the Battle of Azanulbizar, it was something the Pale Orc intended to remedy with a single-minded focus.

Oakenshield and his nephews were too well protected within their stronghold in the Blue Mountains. So Azog had spent the intervening period to prepare for when Oakenshield inevitably tried to reclaim Erebor. The Pale Orc had placed a bounty on the Dwarf King's head to encourage assassination attempts. He'd entered into an alliance with the Wargs – symbolised by the white-furred Warg Matron agreeing to be his mount. And most importantly, Azog had answered to the powerful call of the Necromancer. It was a call Azog was currently fuming over as he looked down on the foggy plains of the Lone-lands.

Oakenshield and his nephews had finally come out into the open. The opportunity existed to destroy the whole Company before it even reached the Lonely Mountain. As someone who enjoyed leading from the front, Azog would've like nothing more than to destroy it personally. However, the Necromancer ordered him to keep a low profile for now. That meant leaving matters in the hands of his subordinates – ones he didn't respect and certainly didn't trust.

Earlier in the day, Azog dispatched a Warg Rider named 'Shagzo' to check on things at Barad Mindon. The Pale Orc had ordered Yazneg's pack to destroy the Company out in the open or, failing that, drive them into the clutches of Luzbodh's force. Azog was seething that he still hadn't received word from either force. The Company should've well and truly been found and engaged by now. The only thing that angered Azog more than Oakenshield escaping was it resulting from Yazneg and Luzbodh's incompetence. The Pale Orc soon received a report about the situation as well as an opportunity to exercise his wrath.

The Matron and her pack growled when Shagzo entered the ruins with the sole survivor of Gandalf and Wanda's attack on Barad Mindon. Wargs viciously smelt Luzbodh's battered and bleeding form as he painfully shuffled forward. Luzbodh struggled to stand as he nervously began delivering his report to Azog whose back was turned.

"The wizard found us," Luzbodh began. "All of my command was destroyed."

"I don't want excuses," Azog snarled. "I want the head of the Dwarf King!"

Azog turned around and approached Luzbodh. His wounded and anxious subordinate was on the verge of falling. The Pale Orc had no pity for him or anyone.

"He had a witch!" Luzbodh blurted out to stave off the inevitable. "I was the only one who survived her red magic."

The Pale Orc didn't even blink.

"Far better it had claimed you," he coolly announced Luzbodh's doom.

Azog lifted him by the throat with his metal arm. He threw his bleeding subordinate against a wall with an angry and frustrated roar. The hapless Luzbodh received the punishment for cowardice as wargs mercilessly him tore apart. Azog ignored the savage distraction in the background as he rethought strategy.

"The Dwarf-scum will show themselves soon enough." He confidently predicted before ordering those around him, "Send out word, there is a price on their heads!"

Orcs instantly leapt on the Wargs to carry out Azog's command as well as escape his wrathful presence. Shagzo swallowed a nervous gulp when told to wait. The Pale Orc had something else in mind than killing him though.

"Send word to Dol Guldur," Azog directed him. "The Master will want to know about this witch."

* * *

 **I felt Wanda's presence would noticeably change Elf-Dwarf interactions in Rivendell. Namely, her actions and empathy would make the Dwarves perceive her as a more honest broker than Gandalf. As a fellow INTJ, I'm equally guilty as Gandalf at overlooking the importance of feelings.**

 **I would've liked a cameo appearance by Arwen. However, canonically she was in Lothlorien at the time the Company was in Rivendell.**

 **Orcrist and Glamdring hang proudly on my walls at home. Though I'm still not sure if I'm worthy enough to add Mjolnir.**


	9. Higher Powers

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

21/08/2016

 **king Quinn The Last Heir** : Wanda could read the minds of Elrond's cavalry. Her telepathy in this story is more of the passive rather than active sort. At this stage of the story, I feel she'd be more attuned at picking up the Company's thoughts than the Elves'.

 **Mainalpha** : Unfortunately, PJ convoluted Aragorn's timeline more than Arwen's. Bookverse Aragorn was certainly in Rivendell at the time. However, I doubt movieverse Legolas would be told to seek out a 10 year-old boy.

* * *

 **Chapter 9 – Higher Powers**

The following day, Wanda wore an autumn coloured gown as she sat reading in Elrond's library. The book, written in the Common Tongue, revealed that Middle-earth was part of a larger realm called 'Arda'. It seemed Arda even had the equivalent of a wormhole with something called 'The Straight Road'. However, there was no reference to any similar passage with Earth.

The Scarlet Witch wasn't alone in her research. As promised, Gandalf and Elrond poured over a number of texts written in a variety of languages. Servants brought refreshments as the trio stayed in the library throughout the day. By sunset, the only conclusion they could draw was that Wanda's manner of arrival seemed to be unprecedented. The corollary being that there was no precedent in terms of a solution. Finished in the library for now, Elrond took Gandalf and Wanda outside on an evening walk. Discussion soon turned to the Quest of Erebor. Wanda got a good demonstration about the Wise having divided opinions – and those divisions could be quite testy.

"Of course I was going to tell you, I was waiting for this very chance," Gandalf told Elrond with mild annoyance. "And really, I think you can trust that I know what I am doing."

"Do you?" Elrond similarly retorted. "That dragon has slept for sixty years. What will happen if your plan should fail, if you wake that beast?"

"What if we succeed?" the Wizard countered. "If the dwarves take back the mountain, our defences in the east will be strengthened."

"It is a dangerous move, Gandalf," Elrond warned.

Wanda sensed something at the edge of her telepathy.

"Shh," she quietly hinted they should lower their voices.

The Avenger directed Gandalf and Elrond's attention sideward with a flick of her eyes. Bilbo and Thorin stood on a balcony overlooking the trio – the implication being they could hear every word. Thankful for the interruption, Elrond silently escorted his guests further along. Wanda opted not to probe Thorin's mind as the trio left the scene. If she had, she would've known that Elrond's doubts about the quest had strengthened the Dwarf King's suspicion the Elves would do everything to try and stop it. Moreover, Thorin and Gandalf had planned to forestall this eventuality.

Wanda followed Gandalf and Elrond as they ascended a marble stairway. The stairway winded up to a large stone pavilion overlooking the valley. The pavilion had a domed roof and a small round table in its centre.

"Gandalf, these decisions do not rest with us alone," Elrond resumed their argument. "It is not up to you or me to redraw the map of Middle Earth."

"With or without our help, these dwarves will march on the mountain," Gandalf believed Elrond's point, while valid, irrelevant to the Company. "They are determined to reclaim their homeland. I do not believe Thorin Oakenshield feels that he's answerable to anyone." Gandalf finished with, "Nor for that matter am I."

As the trio entered the pavilion, the Lord of Imladris pointed out Gandalf was in denial.

"It is not me you must answer to," Elrond directed his attention to the opposite side of the pavilion.

There stood a tall Elf-lady with her back turned. She smoothly spun around and faced the trio.

"Lady Galadriel!" Gandalf gasped in surprise.

" _Mithrandir_ ," Galadriel's voice resonated throughout the pavilion.

Wanda had her first look at the Elf whose name she'd heard twice before. The Lady of Light wore a dark grey cloak over a flowing white gown. Galadriel's gold diadem closely matched the colour of her tresses that fell all the way to her lower back. Her blue eyes reflected the powerful and enigmatic aura that seemed to surround her. Galadriel and Gandalf briefly spoke in Sindarin that ended with the former giving a flattered smile.

"I had no idea Lord Elrond had sent for you," Gandalf pleasantly remarked.

The Grey Wizard's joy was suddenly terminated as a baritone voice boomed out of the darkness.

"He didn't," the voice corrected him from behind. "I did."

Gandalf momentarily winced in recognition before turning to face the voice's owner. A tall wizard holding a black staff stood imperiously before all present. The wizard wore a white robe with similar coloured hair. The Grey Wizard bowed at the neck to the head of his order.

"Saruman," Gandalf respectfully acknowledged him.

The White Wizard subtly raised his eyebrows as if bemused.

"You've been busy of late, my friend," Saruman commented.

Wanda's immediate reaction was that Saruman was one wizard she probably wouldn't like.

* * *

Saruman had originally convened the White Council to discuss the Quest of Erebor. The Scarlet Witch's presence saw a change in the agenda. Wanda now sat at the pavilion's table directly facing Saruman. Gandalf stood to her right in support while Elrond stood equidistant between the pair and Saruman. Galadriel though slowly circled around them all like a cat waiting to pounce.

Gandalf and Elrond hoped their fellow Wise might be able to help the Avenger to get home. Wanda retold her story for the benefit of Saruman and Galadriel. The White Council listened intently as Wanda began from when she and Pietro had been orphaned. Her narrative moved on to the twin's leadership in the protest movement; how they got their powers from HYDRA; their alliance with Ultron; joining the Avengers to stop their former ally; the Battle of Sokovia; and ending with Wanda's unexpected arrival in Middle-earth. Dawn was breaking when Wanda finally finished. The White Council's leader was the first to ask about what she'd told them.

"Tell me more about these Infinity Stones," Saruman requested.

Wanda was somewhat thrown by this. Of all her story, why did this interest Saruman the most?

"Well…I…only really know what Thor's said about them," she cautiously replied.

"As much as you can please, child," Saruman patronisingly encouraged her before gesturing at his fellow Wise. "As guardians of Middle-earth, it's imperative we know of all potential threats."

Wanda was inwardly insulted at being called 'child'. Unlike how the Dwarves called her 'lass', there was nothing benevolent in Saruman's tone. Still, his reason for wanting to know more about the Infinity Stones sounded plausible.

"I told you about the Mind Stone," Wanda reminded him. "There's five others. Each of them controls something different like space, reality – even time. Thor said they're the most destructive power in the universe."

Gandalf felt discussions had sidetracked away from the main point of Wanda's story.

"This is all very interesting," Gandalf said of the stones. "But it doesn't really help Wanda get back."

"Unfortunately, Gandalf, I don't think such help currently exists," Elrond intervened before directly speaking to the Sokovian. "I must be frank, Wanda. I think finding you a way home will be difficult at best. You may yet be in Middle-earth for quite some time."

Saruman moved to assert his authority.

"Then our choice is clear," he resolutely told his fellow Wise. "The girl needs to accompany me back to Isengard. No where else has its store of lore and knowledge."

More than annoyed, the 'girl' in question almost gave Saruman her opinion about his attitude and preferred course of action. She was prevented and placated by a different member of the White Council.

"The path of the Scarlet Witch is ultimately her choice, Saruman," Galadriel surreptitiously chided him.

There was a pause before the Avenger replied.

"I need to think about it," Wanda referred to her immediate future.

"Of course, Wanda," Elrond understood.

"I do apologise, my dear," Gandalf contritely offered her. "I really did believe we could've sent you home by now."

Wanda was interrupted from telling Gandalf he had nothing to apologise for.

"Not your only miscalculation of late, my friend," Saruman half-reprimanded him.

Wanda began taking Saruman's attitude towards her slightly less personally. It seemed he was arrogant to everyone. Though she sensed his words to Gandalf also contained traces of jealousy.

The Grey Wizard was confused. "What do you mean, Saruman?"

"I'm talking about this quest of yours," he clarified with noticeable disapproval. "Tell me, Gandalf, did you think these plans and schemes of yours would go unnoticed?"

"Unnoticed?" Gandalf was baffled to find a reason for his superior's attitude. "No, I'm simply doing what I feel to be right."

Radagast had revealed to Wanda that Galadriel was a mind reader like herself. Wanda now witnessed her power first hand. It seemed that the Lady of Light could probe Gandalf's thoughts without tipping him off.

"The dragon has long been on your mind," Galadriel put to him.

"This is true, milady," Gandalf earnestly confirmed. "Smaug owes allegiance to no one. But if he should side with the Enemy, a dragon could be used to terrible effect."

"What enemy?" Saruman sceptically asked. "Gandalf, the enemy is defeated. Sauron is vanquished. Without the One Ring, he can never regain his full strength."

Wanda made a mental note to find out more about this ring. It sounded like a powerful relic of some kind. Maybe that explained Saruman's concern about the Infinity Stones? Wanda's hunch was partly correct. The fact was Saruman had little interest in helping her. His thoughts were about how the Scarlet Witch could help his own lofty ambitions. He believed the most powerful weapon ever created in Middle-earth had been washed out to sea long ago. But even the power of the One Ring seemingly paled next to these 'Infinity Stones'. Possessing all the stones would grant power worthy of the Illuvatar. Even just one of them would be enough to control Middle-earth. The main drawback was that none of the Infinity Stones could currently be found in this realm. However, the Scarlet Witch's presence was the next best thing. Saruman wanted to bring Wanda to his tower to learn the secrets behind the Mind Stone. Given how it had enhanced a young mortal, imagine how its power could enhance the greatest of the Istari! Saruman's lack of humility would soon kill what slender chance this had of taking place. It occurred as Elrond again repeated his concerns about waking Smaug.

"Gandalf, for four hundred years, we have lived in peace," the Lord of Imladris outlined the potential cost. "A hard-won, watchful peace."

"Are we?" Gandalf rhetorically asked. "Are we at peace? Trolls have come down from the mountains. They are raiding villages, destroying farms. Orcs have attacked us on the road."

"Hardly a prelude to war," Elrond calmly disagreed.

Unbeknown to the Elf-lord, the Scarlet Witch was genuinely hurt by this. How could someone as caring as Elrond be so indifferent to civilian casualties?

"Tell that to the farmer and his family," Wanda acerbically responded.

Elrond instantly felt some remorse. Even if he didn't mean to, his reaction to Gandalf's report would've sounded cold to a war orphan such as Wanda. Was his view that Men were weak making him callous to their suffering? The White Wizard shared no such sensitivities. He was only annoyed that a human had the impudence to interrupt the deliberations of the Wise.

"You are nothing but an observer here, child," Saruman harshly told Wanda to be quiet.

The internal dynamics of the White Council again played out. Saruman was its head. But not even he dared to openly disagree with Galadriel.

"Let her speak," she counselled her fellow Wise to listen to the Avenger.

The Scarlet Witch gave Galadriel's support a tiny nod of appreciation. Rather than repeat what Gandalf had said, Wanda recalled something else in support of his argument.

"There's giant spiders in Mirkwood," she began. "Radagast said a dark-"

"Do not speak to me of Radagast the Brown," Saruman interrupted, contemptuous of both him and Wanda. "He's a foolish fellow."

The Sokovian's courage to voice her opinion in the face of Saruman's contempt stiffened the Grey Wizard's resolve to do likewise.

"We'd be foolish to ignore what he told Wanda and I," Gandalf firmly dissented. "He spoke of a Necromancer living in Dol Guldur, a sorcerer who can summon the dead."

"That's absurd," Saruman scoffed the very notion. "No such power exists in the world. This...'Necromancer' is nothing more than a mortal man. A conjurer dabbling in black magic."

 _Even Stark's ego wasn't this big._ Wanda privately vented.

The Scarlet Witch was startled when another voice sounded in her head.

 _Saruman's arrogance is unusual even by his standards, Wanda Maximoff_. Galadriel telepathically agreed. _And most disturbing._

Wanda reflexively looked at the Lady of Light. She would've sensed any attempt by Galadriel to probe her mind. Was Galadriel's telepathy so highly attuned she could pick up even the briefest thoughts without even needing to try? Whatever the case, Wanda's reaction hadn't gone unnoticed by others present.

"What?" Saruman demanded to know the pair's exchange.

Wanda's assumption that Galadriel possessed a deep telepathic perceptiveness was quickly verified.

"Speak what you saw of the Necromancer," Galadriel encouraged the Scarlet Witch.

The Avenger looked straight into Saruman's eye.

"I looked inside Radagast's head," Wanda steadfastly reported. "I saw an evil shadow. Trust me, the Necromancer's not human."

Saruman's pride prevented him from even considering Wanda could be correct.

"Let me tell you something about Radagast given I've known him slightly longer," Saruman replied with barely restrained sarcasm. "He has an excessive appetite for mushrooms. They've addled his brains and yellowed his teeth."

Wanda was incredulous. "You're saying he was hallucinating?"

The White Wizard gave a patronising smile.

"If you want me to believe the Necromancer's not human," Saruman indirectly confirmed, "I'm afraid I'll need more proof."

As if on cue, at Galadriel's telepathic behest, Gandalf reached into the folds of his robe. The Grey Wizard pulled out what Radagast had given him earlier. The heavily wrapped item recovered from Dol Guldur released a dull thud as Gandalf placed it on the table. Both Elrond and Saruman frowned in confusion at the object.

"What is that?" the Elf-lord queried.

Both telepaths heard an eerie wail in their minds.

"A relic of Mordor," a stunned Galadriel linked it to the sound.

This momentarily threw Elrond before he warily unveiled the relic.

"A Morgul blade," he instantly identified it.

"Made for the Witch-king of Angmar, and buried with him," Galadriel underscored its importance.

That importance was lost on the Scarlet Witch.

"Who?" Wanda asked about the Witch-king.

"Sauron's greatest servant," Gandalf answered in a tone similar to when he described Ungoliant. "He destroyed Arnor at his master's behest."

Wanda simply noted this. Largely because Galadriel seemed genuinely shaken at the prospect that the Witch-king had returned.

"When Angmar fell," Galadriel uneasily continued her narrative, "Men of the North took his body and all that he possessed and sealed in the High-Fells of Rhudaur. Deep within the rock they buried them, in a tomb so dark it would never come to light."

"This is not possible," Elrond insisted in denial. "A powerful spells lies upon those tombs; they cannot be opened."

Saruman felt his fellow Wise were being spineless for no good reason.

"What proof do we have this weapon came from Angmar's grave?" he tested them.

"I have none," Gandalf admitted.

"Because there is none!" Saruman rammed home his point. "Let us examine what we know. A single Orc pack has dared to cross the Bruinen. A dagger from a bygone age has been found." He then gave Wanda a backhanded slap. "And a _human_ sorcerer, who calls himself the Necromancer, has taken up residence in the ruined fortress. Not so very much, after all." Saruman used this to segue why he'd originally called this meeting. "The question of this dwarvish company, however, troubles me deeply. I'm not convinced, Gandalf; I do not feel I can condone such a quest. If they'd come to me, I might have spared them from this disappointment. I do not attempt…"

Wanda mentally tuned out of Saruman's diatribe after noticing something out the corner of her eye. Why was Galadriel looking at Gandalf like a mother who'd caught their child in some naughty but endearing act? It was then an anxious looking Lindir entered the pavilion. Wanda's heart sank at his news.

"My Lord Elrond; the dwarves," Lindir hurriedly advised, "they're gone."

* * *

The White Council soon broke up given the Quest of Erebor had resumed regardless of the Wise's opinion. Gandalf had two private meetings in the aftermath. The first was with Galadriel who pledged her support when he needed it. The second was with Saruman. The head of the Istari warned him to never again bring a mortal to the White Council without Saruman's prior consent. Gandalf took his lumps stoically guessing the real reason for his superior's displeasure. The White Wizard would never admit it was his own attitude that turned the Scarlet Witch against him. Saruman soon departed back to Isengard angry at failing to gain anything from the council he'd called.

Wanda returned to her room in something of daze. She originally wanted to farewell Bilbo and the Dwarves prior to returning to Earth. That was until finding out she was stuck in Middle-earth for the time being. Wanda had hoped to discuss this with them and where it left her in terms of the Company. However, events had denied her the opportunity to say even a single word.

She then noticed an envelope with her name on it resting on her beside table. The Scarlet Witch telekinetically summoned the envelope into her waiting hand. Wanda walked out onto her balcony while she opened the envelope. She found her freshly washed and ironed handkerchief inside. There was also a note from the person she'd loaned it to:

 _Dear Wanda,_

 _Thorin's just woken me to say we'll be leaving within the hour. I'm sorry I can't say goodbye personally. But it's been a pleasure knowing you and becoming friends. I earnestly hope you'll soon be back in Sokovia._

 _If ever you are passing by Bag End again, don't wait to knock. Tea is at four; but you are most welcome at any time._

 _Yours truly,_

 _Bilbo Baggins Esq._

 _PS. I'd almost forgotten to return your handkerchief. Don't worry about me – the Elves have given me plenty of others._

Wanda's eyes moistened at the Hobbit's innocence, courage and optimism. It was then that she sensed someone else in her room. Wanda realised she'd forgotten to close the door. She turned around and was somewhat startled by who had come to see her. The Sokovian quickly wiped her eyes before speaking.

"Lady Galadriel," Wanda greeted her. "I'm sorry, I didn't hear you."

As Wanda had learnt in the White Council, not much got past her fellow telepath. The Lady of Light sensed how much Wanda cared for the Company almost right off the bat.

"Do not feel embarrassed, Wanda," Galadriel said as she joined her on the balcony. "Many of the dwarves shed a tear at not being able to wish you farewell."

Comforted, Wanda gave a grateful nod. Galadriel gave no more than a subtle smile in return. The Scarlet Witch sensed a purpose behind Galadriel's enigmatic nature. Even if Wanda could read her mind with impunity – could she even make sense of the motives of a powerful Elven telepath thousands of years old? Wanda attempted to guess the reasons behind Galadriel's visit.

"Thank you for supporting me earlier," she referred to the White Council. "And I didn't mean to be rude to Elrond about the attacks."

"Your response wasn't insulting nor unwise," Galadriel assured her. "Wars are but a mosaic of countless individual loss and sorrow. It's something even my son-in-law forgets at times."

Wanda's eyes flashed upon connecting the dots.

"Yes," Galadriel confirmed. "Lothlorien is my home. And like my grand-daughter, never fear to tell me what troubles you."

The Scarlet Witch didn't hesitate after receiving this unexpected honour.

"I'm in Middle-earth for the duration," Wanda prefaced before coming to the point. "What do you think I should do now?"

The Lady of Light knew what the Sokovian was really asking her.

"Both of us can read the thoughts of others," Galadriel observed before placing a hand on her heart. "But our true power comes from here. If you're ever in doubt about what to do, listen to your heart. Fate will take care of the rest."

Unlike so many others who'd previously been counselled by the Lady of Light, the Scarlet Witch perfectly understood her meaning. Galadriel had effectively given her blessing to what felt right for Wanda. The Avenger was therefore slightly embarrassed that her 'thank you' consisted of an involuntary yawn. Her visitor was more than understanding.

"Rest, Wanda," Galadriel gently told her. "You'll need your strength for what lies ahead."

The Scarlet Witch consented with one condition.

"There's just one more thing," Wanda requested to which Galadriel nodded. "What's the One Ring?"

* * *

Galadriel briefly told Wanda the story behind the One Ring's creation and what it was capable of. Wanda thought comparisons between it and the Mind Stone somewhat moot. The One Ring was sufficient enough to plunge Middle-earth into eternal darkness. Galadriel's story also touched on the War of the Last Alliance. After catching up on a few hours sleep, Wanda was compelled to visit something Bilbo had yesterday told her about.

The Scarlet Witch stood alone in a chamber within the Last Homely House. The chamber was illuminated by the first moonlight of the evening. There was a giant statue holding a smooth wooden tray. The tray was covered with a fine cloth upon which rested the shards of a broken blade. Wanda only looked at the shards a brief while. She was more interested in the mural painted on the wall behind her. The mural provided context about the shards' significance as well illustrating what Galadriel had said of the One Ring. A bearded man valiantly held up a broken sword as a large, dark being loomed over him. The man lay near a group of fallen men and elves. The dark being's mace was ominously poised to strike him. A plain-looking gold ring was on one of the being's fingers gripping the mace.

A soft echo of footsteps interrupted Wanda's thoughts. She didn't believe it coincidence that Elrond had decided to join her even if she was unsure of the reason. Rather than force the issue, Wanda instead questioned him about the mural after he stood alongside her.

"That is Sauron?" she asked about the dark figure.

Elrond's eyes didn't leave the painting.

"Yes," he simply confirmed before talking about the mural as a whole. "It depicts the last and greatest battle of the Second Age - fought at the very slopes of Mount Doom."

"Galadriel said you were there," Wanda revealed what she'd been told.

Elrond nodded. "Three thousand years ago. Though at times, it feels like yesterday."

Wanda simply noted this. Presumably to let the Avenger rest, Galadriel's abridged narrative left the Scarlet Witch with several unanswered questions about the One Ring. Hopefully Elrond could provide her with some answers.

"Who's that man?" Wanda pointed at Sauron's opponent.

"That is Isildur," Elrond named him. "A great king of Men. It was he who cut the Ring from Sauron's hand."

Even if this was Middle-earth, Wanda safely assumed Isildur was dead given he was human.

"What happened to him?" she wanted to know.

A pained sadness momentarily washed over Elf-lord's face. For a fleeting moment, Wanda's telepathy saw Elrond and Isildur inside what seemed to be an active volcano. Wanda was concerned about the Lord of Imladris. However, she was unsure about revealing she'd seen this memory, let alone asking why it caused him such heartbreak. That brief hesitation was all the time Elrond needed to compose himself. He returned his gaze to Wanda before changing the topic of conversation.

"So," Elrond authoritatively began, "I understand you've decided to go with Gandalf?"

The Sokovian guessed Galadriel must have told him.

"I've really enjoyed staying here," Wanda thanked the Elf-lord for his hospitality. "But I promised myself I'd look after Bilbo as long as I could."

Elrond gave a smile of approval. The powerful Scarlet Witch was devoting herself to protect a seemingly unimportant halfling she'd only known a few weeks. And unlike many in the Company – she was willing to share in its dangers without even a thought of material reward. If only the Men of Middle-earth possessed such strength. In spite of this, Elrond didn't intend for the Avenger to leave the Hidden Valley empty handed. It was the reason why he'd originally joined her here.

"Then you'll need this," Elrond said before lightly placing something in the palm of Wanda's hand.

It was a signet ring made of silver. It was embossed with an intricate pattern of concentric circles made of gold and sapphire. Wanda recognised the pattern on the banners carried by Elrond's cavalry. The ring itself would be worth a fortune on Earth.

"Not all my kin will give a human sorcerer the benefit of the doubt," Elrond started explaining why he'd given it to her. "Some will be outright hostile. All Elves will recognise the ring though. Only a select few are allowed to wear its like."

Wanda sensed something familiar about the ring – something she last sensed in the hidden pass.

"It's magical," she whispered in realisation.

"Indeed," an impressed Elrond confirmed. "The ring can only be worn by the one I give it to. It will simply fall off anyone else's finger." Elrond tied this to what he'd said about his fellow Elves. "The ring may not allay my kin's suspicion about you, Wanda. But they'll at least know you're not a servant of evil."

The Scarlet Witch had arrived in Middle-earth already wearing four rings on each hand. Given what Galadriel said about the heart, Wanda felt it only appropriate to place Elrond's on her left ring finger. Similar to where it was created, the ring had a tranquil and comforting feel to it.

"And you have my word I shall keep searching for a way home for you," Elrond continued.

Now it was Wanda's face that saddened. She wouldn't deny she'd come to Rivendell with high hopes. For the first time since coming to Middle-earth, the Sokovian truly felt homesick.

"I'm beginning to wonder if there is one," she expressed it.

"Never feel you're homeless in Middle-earth, Wanda," Elrond firmly stated before making her the same offer he'd also given Bilbo. "You're always welcome to stay in Rivendell."

The Scarlet Witch brightened at this. All things considered, there were far worse fates than living out her days in the Hidden Valley.

"Well, at least I'll have nicer clothes than what I do on Earth," Wanda mischievously indicated she would if all else failed.

Elrond enigmatically smirked. "Funny you should mention that…"

* * *

Gandalf and Elrond were outside the Last Homely House at dawn the following day. They stood at the base of its front steps while waiting on Wanda. The Avenger and the Grey Wizard would soon be setting out to rejoin the rest of the Company. Gandalf and Elrond took the opportunity to resolve some of their differences over the Quest of Erebor beforehand.

"I stand by what I said of the dragon, Gandalf," Elrond reiterated first. "But I _do_ trust you know what you're doing."

Gandalf was equally magnanimous.

"Nor do I lightly dismiss your concerns, my friend," he assured the Elf-lord. "And not just about the dragon. We cannot allow Thorin to be claimed by the same madness as his grandfather."

"The Scarlet Witch could have an important role to play in both," Elrond speculated. "Our failure to send her home may yet be to the Free Peoples's greatest fortune."

The Wizard gave a sombre nod of agreement. It was then that the Avenger appeared at the top of the stairs. Elrond smiled at Gandalf's astonished reaction – similar to the wizard's surprise at seeing Galadriel. Time seemed to slow as Wanda confidently descended the stairs. The only pieces of clothing she had on from when she'd arrived in Rivendell were her jacket and Elven cloak. However, the Scarlet Witch now wore a long-sleeved crimson shirt with black pinstripes and dark pewter buttons. She also wore black leggings and a pair of svelte brown leather boots. In addition, Wanda carried a small leather shoulder bag containing her effects and provisions. Elrond had only presented her with the outfit last night. Of all the clothing she'd received in Rivendell, she loved this set the most.

"I couldn't allow Wanda to leave attired the way she came," Elrond proudly told Gandalf as the Sokovian joined them. "If only because of how cold it gets up in the mountains."

Gandalf's wits finally caught with him. As per habit, he used self-deprecation to try and get back on the front foot.

"It seems I'm being accompanied by Wanda the Scarlet after all," Gandalf observed with a twinkle in his eye.

Maybe it was Rivendell's atmosphere. But the Scarlet Witch wasn't the slightest bit pained by how she chose to accept Gandalf's compliment.

"You didn't see that coming?" Wanda needled the wizard.

Both Elrond and Gandalf knowingly laughed. They took Wanda's affectionate use of her brother's words as a sign she was starting to overcome her deep sense of grief. Elrond used those words to send her and Gandalf on their way.

"Well I certainly didn't foresee your coming to Rivendell," he told Wanda. "And its been enriched by your presence." The Elf-lord then gave her his final farewell. "May all Eldar come to see the Scarlet Witch as much a friend and ally as I do."

Wanda and Elrond warmly embraced in a manner Gandalf would describe as familial. The Scarlet Witch then joined the wizard as they commenced their journey. The Avenger put aside her sadness at leaving Elrond and Rivendell and began focusing on what lay ahead.

"How long will it take to catch up to the others?" Wanda first asked.

"They're already a day ahead of us," Gandalf started. "However, I told Thorin to wait for me in the mountains. If our luck holds, we'll be reunited with our friends in less than a week."

"Will they be alright without us?" Wanda wanted to be assured.

The Grey Wizard used humour to try and provide some comfort.

"There's one thing you know by now, Wanda," Gandalf playfully grumbled. "These dwarves are very good at getting into trouble without our help!"

Wanda lightly laughed at the truth contained within the remark. She suddenly sensed a now familiar presence. Gandalf quickly saw why his companion had halted and turned around. Wanda had locked gazes with Galadriel who stood on a balcony of the Homely House. An understanding Gandalf waited as the pair of mind readers parted with a telepathic exchange.

 _I won't forget what you told me_. Wanda promised before placing a knowing hand on her heart.

Rivendell had one final surprise for the Scarlet Witch.

 _This is not goodbye, Wanda Maximoff_. Galadriel told her. _Like it is said in your world, I'll be in touch_.

* * *

 **There wasn't much doubt on my part about Wanda appearing before the White Council. If only to have Saruman again verbally joust with an Avenger. And my belief remains that Saruman's megalomania will always get the better of him.**

 **Elrond's ring to Wanda is largely my own idea. Its 'magical' properties are a nod to Old Took's diamond studs mentioned in the book. Likewise, a minor objective of mine was to bridge Wanda's Battle of Sokovia attire to her outfit at the end of** _ **AoU**_ **. Similar to Elrond, I couldn't have Wanda head into the Misty Mountains in a mini-skirt.**

 **A certain device had a noticeable cameo in this chapter. I amended some of the original dialogue around. Readers are safe in assuming this isn't the last Wanda's heard of the One Ring.**


	10. Walking the Narrow Path

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

27/08/2016

 **Darth Ralan** : It should be thought of as a special type of friendship ring that Elrond only hands out to a favoured few. Even though he trusts Wanda, I could never see him giving her Vilya for a whole host of reasons.

 **darck ben** : I think Bilbo and Wanda are happy at just being close friends.

 **Steve993 & Omegashark18**: I agree fully with the dangers posed by an Infinity Stone in Middle-earth. Although Saruman would have troubles of his own once Thanos found out he had one (COUGH).

* * *

 **Chapter 10 – Walking the Narrow Path**

Part of Wanda wondered why she and Gandalf didn't just use a horse to catch up to the rest of the Company. Elrond's stables had a multitude of fine looking steeds. An answer was provided as she and Gandalf reached Rivendell's outskirts. The path leading out of the Hidden Valley was a narrow one that ran along a sheer cliff. Not surprisingly, Gandalf led the way.

"We're about to step over the edge of the Wild," the Grey Wizard informed his companion.

"Dwalin said it's no place for gentle folk," Wanda recalled discussions at Bag End.

"It's not exactly welcoming for the stout hearted either," Gandalf qualified the observation. "Fortunately, Balin knows the way. Hopefully our friends can reach the High Pass without incident."

The High Pass was the preferred route for travellers passing through the Misty Mountains. Rivendell marked its western end from where the Great East Road climbed into the mountains. Despite its grand name, Wanda suspected the High Pass made Sokovia's dodgy mountain roads look like superhighways.

"Is it easy to follow?" she hoped to be wrong.

"No," Gandalf replied. "Its very easy for the inexperienced to get lost. There are many paths leading nowhere or to bad ends. And nearly all of them are home to foul and evil creatures." He then warily added, "One of the worst homes overlooks the High Pass."

The Scarlet Witch was immediately concerned. "What?"

"Goblin-town," Gandalf said its name. "A goblin stronghold lying under the mountains. It's ruled by the Great Goblin. He has little love of trespassers and certainly none for dwarves."

Wanda tried to get some reassurance from something the Wizard said a few moments ago.

"But Balin would know?" she reminded about the elderly Dwarf's knowledge.

Gandalf wasn't able to give the boon Wanda was looking for.

"Goblin-town has an extensive network of tunnels," he regretfully informed. "Some lead directly into the caves dotting the High Pass. If Thorin and the others were to wind up in one them…Let's just say it'll be harder rescuing them from Goblin-town than from the trolls."

Wanda hadn't forgotten what the wizard said about the Company being hunted.

"Will there still be Orc packs after us?" she queried.

"Oh, they'll be after us all the way into the Lonely Mountain," Gandalf predicted with black humour. "If they fail to catch us, we'll only then have to deal with Smaug."

* * *

Days had passed since the pair had departed the Hidden Valley. They had been making good time given their journey had so far been free of incident. Gandalf and Wanda were closely following the same trail the rest of the Company had set out. This initially saw them travelling through a yellow-grassed plain patched by forests. Following this was a valley of glacial waterfalls caused by the melting winter snows. Wanda found the valley breathtaking and welcomed Gandalf's decision to have a short rest there. It was their last resting spot before they began ascending the mountains.

The trail over the Misty Mountains was a hard one. The Great East Road became little more than a dangerous path both crooked and long. The path became narrower and narrower, only becoming wide enough for the pair to traverse single file. Wanda and Gandalf were currently on a particularly treacherous section. The Scarlet Witch warily looked down the sharp mountainside directly beneath her feet. Unlike her brother, Wanda had little interest in adventure sports. Still, given their country's alpine peaks, nearly every Sokovian was aware of the risks posed by mountaineering.

"How high does it get up here?" she asked Gandalf in front of her.

"Twelve thousand feet in places," Gandalf grimaced as they slid around a tight bend. "Fortunately, our road doesn't reach such heights."

Now Wanda navigated the bend. She dryly thought if she was going to die up here, at least it wouldn't be from lack of oxygen. The bend turned into an overlook wide enough for several people. It was the perfect spot for the pair to have a short rest to catch their breaths. Wanda took a swig from her Elven waterskin before passing it to Gandalf.

"I take its impossible to go this way in winter?" she asked about the Hidden Pass.

"Yes," Gandalf confirmed after he finished and handed it back. "Some passes are inhospitable all year round. And not just due to the elements."

"Because of monsters?" Wanda assumed.

Gandalf lowered his voice as if not wanting to be overheard.

"It's more than that, Wanda," he began before nodding towards the south. "The Redhorn Pass to the south has a cruel malice about it."

Climbers on Earth frequently described mountains as 'harsh' and 'unforgiving'. However, none of those terms carried connotations those peaks were consciously evil.

"It deliberately attacks people?" Wanda followed Gandalf's meaning.

" _Caradhras_ ," Gandalf spoke its name in Sindarin, "has had an evil reputation for centuries. In a way, it illustrates what Ragadast said about Mirkwood. You and I tried telling Saruman but he wouldn't listen."

"You mean about the dark magic?" Wanda checked.

"Who's to say that magic won't stop at the borders of the forest?" Gandalf confirmed as he spoke the implications. "It could spread to other areas if powerful enough. The very lands of Middle-earth could turn against the Free Peoples." He paused before continuing, "You're right, Wanda. No human could wield such sorcery. And I fear the answer about the Nercomancer's true identity can only be found in Dol Guldur."

"What are you saying?" the Scarlet Witch warily asked.

The Grey Wizard was enigmatic as ever. "That I may be asking a great more of you than I first thought…"

* * *

Gandalf and Wanda had stopped upon a ridge lined with tall, jagged rocks that resembled stone ruins. They sheltered in a recess of one of the larger rocks. Given Gandalf believed a campfire could attract attention, Wanda appreciated her new Elven clothing more than ever. The mountain air was among the most chilly the Scarlet Witch had ever experienced. The cold one felt was enhanced by the wailing winds at altitude. Those winds carried what sounded like the crack of stone echoing throughout the surrounds.

The Elves had provisioned the pair with a waybread called 'lembas' that filled the stomach after a single bite. Wanda was grateful for the bread the likes of which she'd never eaten before. That being said, even one of Bombur's stews would've been good to help stave off the cold. After finishing their _lembas_ dinner, Gandalf started smoking his pipe. Wanda sat across from him looking at Elrond's signet ring. She was admiring how its sapphires seemed to glitter in the evening light.

"I take you haven't seen a ring of its like before?" Gandalf warmly put to her.

The Avenger felt no embarrassment at being caught out.

"It's not just that," Wanda agreed. "It's also everything else Elrond gave me. I haven't had so many gifts like this before. Certainly not since my parents were alive." She paused before adding, "Although I often refused the ones Pietro gave me."

Gandalf was baffled. "Why's that?"

"Let's just say he was real burglar material," Wanda wryly answered.

The Grey Wizard laughed in understanding. He also understood Pietro's likely motives behind his acts of theft.

"He only wanted to make you happy, Wanda," Gandalf believed. "After all you'd been through, he felt his sister deserved something nice."

The Scarlet Witch's mood noticeably sobered.

"For so long we only had each other," she reflected on her and Pietro's lives as orphans. "That and our vow to find justice for our parents. At times, I think it was the only thing that kept us alive. Ultron said it explained why we were the only ones who survived Strucker's experiments."

The wizard had heard Wanda describe Ultron on numerous occasions before. Gandalf's impression was that Ultron, like many dark lords, had quite a talent at manipulation. Ultron's view about the twin's survival was in part about manipulating their deepest sorrows to join him.

"Ultron was wrong," Gandalf stonily disagreed. "About you at least. You value life, Wanda – even the lives of your enemies. It's why you spared Stark even though you could've killed him. Your empathy, not your pain, makes you strong." He momentarily paused before concluding, "Possibly stronger than anyone."

Gandalf was startled as Wanda began crying. He was concerned his words had unintentionally hurt her. Wanda's sorrow was for a different reason. Coming to Middle-earth had provided her with some additional distance from a guilty conscience. Slowly but surely, that conscience had now caught up with her.

"I still wasn't strong enough to save Pietro," Wanda sobbed.

Gandalf had secretly feared the Avenger had been carrying such guilt ever since overhearing her describe the Battle of Sokovia at Bag End. It was also a deeper guilt than Elrond and he had assumed.

"Pietro's death was not of your making, Wanda," Gandalf attempted to assure her.

"It's all my fault," she insisted before listing what she felt to be her crimes. "I made Stark afraid. I said we should side with Ultron. I played mind games on the Avengers." Wanda finished with what was most painful to her. "I knew Cap was telling the truth when he said we could walk away."

Gandalf released a compassionate sigh. A kind and sensitive soul such as the Scarlet Witch should've never been forced to grow up the way she had. If anything, it was amazing she still possessed those qualities in spite of the trauma she'd experienced in her short life. Gandalf also knew the guilt she felt couldn't be lifted by reason alone.

"What if I told you death is just another journey?" the wizard put to her. "One even the fastest has to take?"

Wanda began wiping her eyes as she regained composure. She'd received countless platitudes about Quicksilver 'moving on' (even Stark had the taste not to make puns or bad jokes about it). Unfortunately, most of them had provided hollow comfort.

"I know you mean well, Gandalf," she sniffed.

The Grey Wizard didn't want Wanda just to take him at his word.

"Look into my mind," he gently commanded her.

 _Wanda saw something like a pale light behind a grey rain-curtain. The curtain turned all to silver glass and before being rolled back. Briefly unveiled were white shores and beyond them a far green country under a swift sunrise._

The images ended. Whatever they were, Wanda sensed they weren't constructs of Gandalf's imagination. That knowledge saw her give a weak smile.

"Does that comfort you?" Gandalf asked after noticing her reaction.

Wanda's reply indicated she'd begun to forgive herself over Pietro.

"It's not so bad," she confirmed bittersweet.

* * *

A storm broke over the mountains later that night. The sky shook as lightning flashed across it followed by driving rain. Wanda curled up in the recess as best she could. As the rain began dripping down the recess's face, she partly hoped the storm was a good sign. Maybe Thor had found a way to Middle-earth and was now looking for her? Unfortunately, the Scarlet Witch was still the only Avenger in Middle-earth. Even worse, someone else was hot on her and the rest of the Company's trail.

Azog's riders had journeyed far and wide in carrying out his order at Weathertop. Strongholds and lairs of evil creatures throughout the region had been told about the generous bounty the Pale Orc had placed on Thorin's head. However, Azog was no longer going to leave the House of Durin's destruction in the hands of others. In direct defiance of the Necromancer's wishes, Azog decided it was past time he got directly involved in the hunt. He waited for all but one of his riders to return before leading them in pursuit of their quarry.

It was already a pursuit that had gone longer than Azog would've liked. The Pale Orc deliberately gave the area around Rivendell a wide berth as his pack made its way to the Misty Mountains. When the storm broke over the mountains, Azog's pack was in the forested plain that both groups of the Company had traversed. Azog ordered his pack to halt as a spot on the ground took the Matron's interest. A warg's sense of smell was among the sharpest found in Middle-earth. The Matron had a particularly strong nose for the smell of dwarf. As did her rider who took a whiff of what she'd found.

"The scent is fresh!" Azog declared about the dwarves' movements. "They have taken the mountain pass."

It was then that Azog heard a rumbling from the south. The sound wasn't from that night's storm. It was from the rider who hadn't initially been part of the hunt. Nor had Shagzo returned from Dol Guldur alone. He was accompanied by a number of Riders and Wargs that doubled the size of Azog's pack. Shagzo halted before his leader. The Pale Orc pointed his mace at the reinforcements.

"What's this?" Azog testily questioned as if he needed help.

Shagzo was confident enough about his survival at least in the short-term.

"The Master said they're needed to defeat the witch," he reported. "He said we'll also need this…"

Shagzo nervously handed over what he'd been ordered to deliver to Azog. It was a dark iron sphere about a foot in diameter. Azog hooked his mace before grabbing it from Shagzo's shaking hand. The sphere was nondescript except from some runes in the Black Speech. Despite being in his native tongue, the runes made no sense to the Pale Orc. It seemed he only had one choice in relation to both Shagzo and the sphere.

"How does it work?" Azog demanded of his charge.

* * *

Gandalf and Wanda resumed their journey at dawn with two pieces of good fortune. The first was that storm had blown itself out during the night. The second was that the ridge they'd camped on marked the summit of Hidden Pass. It was now a descending path out of the mountains. The pair glad accepted such small mercies given the risks that still lay in front of them.

The High Pass was still little more than a narrow mountain track. There was nothing between the pair and deep gorge to their right. The previous night's storm had made the track slippery and treacherous. Though Wanda felt she was wearing a pair of hands as her Elven boots nimbly gripped the surface. Another concern was finding the rest of the Company. There were a number of mountain caves further along the path. Gandalf told Thorin to find a safe one to wait in until the wizard caught up. Even with Wanda's help, it could take some time finding the cave the Company was hiding in. It was also linked to the greatest risk of all. Goblin-town was located within the mountain the track currently winded around.

Gandalf had described Goblins to Wanda in some detail. Slightly shorter than dwarves, Goblins had a reputation for being ugly, sly and malicious. Their pasty skin was usually afflicted with sores and their bones deformed. On the other hand, Goblins were also wiry and strong with an enterprising cunning. They made nothing of beauty for themselves, but were very adept at making clever artifices – weapons, torture devices, and curious engines – designed for the sole purpose of hurting others. Goblin-town itself was some kind of bizarre shantytown cobbled together out of scavenged items. Skulls and skeletons were combined with more conventional building materials to make weird, rickety structures and ugly scaffolded dwellings. Though from what Gandalf described, the Scarlet Witch felt the Goblins' greatest advantage was their seemingly limitless numbers.

"Are we likely to run into any goblin patrols?" the Avenger asked out of concern rather than fear.

"Hardly," Gandalf replied. "It mightn't turn them to stone. But daylight makes their legs wobble and heads dizzy." Gandalf looked behind at Wanda before raising a mischievous eyebrow. "Something of a disadvantage when travelling in the mountains."

The pair's laughter at the goblins' expense quickly turned to a startled yelp. Gandalf unexpectedly found he was a couple of steps away from falling to his doom. Wanda reflexively grabbed the wizard's shoulder to steady him. It seemed a huge chunk had been torn out of the mountain. There was now a fifty-yard gap in the path that dropped straight to the bottom of the gorge.

"The storm must've caused a landslide," Wanda voiced her thoughts on the cause.

"This was no landslide," Gandalf corrected her.

He directed the Scarlet Witch's attention down the gorge. Wanda's eyes widened at what she saw. A colossal headless stone figure lay crumpled at the bottom. Wanda doubted the tallest Earth statutes would even come close to matching it in height. She quickly learnt statutes weren't an exact comparison for the figure.

"Stone Giants," Gandalf spoke the name of its race. "They enjoy testing their strength against each other during thunderstorms. And unfortunate travellers find themselves caught in the middle." Seeing the worried look on Wanda's face, he followed up with, "But I'm sure our friends were smart enough to find shelter."

The pair had a significant challenge in finding out if this was true.

"So where now?" Wanda referred to their path.

Gandalf's self-deprecation came to the fore as he hinted, "I hope you don't mind holding an old man's hand, Wanda?"

The Scarlet Witch blinked in realisation. She'd never used her telekinesis to travel over so wide a gap let alone with a passenger. However, Gandalf seemed to have faith giving her a confident look. Maybe it was partly necessity – the pair's only other choice was to turn back. The Avenger firmly took the wizard's outstretched right hand. Its feel brought back memories to Wanda of holding her grandfather's. Drawing on this memory, Wanda released a deep breath before levitating Gandalf and herself off the ground.

The pair left a trail of red energy in their wake as they steadily glided forward. They blocked out the drop beneath them by focusing solely on the other side of the gap. Wanda's confidence grew with every inch they covered. They were half way across the gap as she increased speed, reaching the other side in moments. Despite the smooth flight, both released a relieved sigh after softly landing. A proud Gandalf praised the Scarlet Witch's display of power in inimitable style.

"Not even Gwaihir could've carried me as smoothly!" he happily told her.

Still beaming in her achievement, Wanda asked, "Who?"

"You're not the only one with friends who can fly, my dear," Gandalf wryly informed her.

The Sokovian considered this for a moment.

"Um," she prefaced, "why didn't you get them to carry the Company to the Lonely Mountain?"

The Grey Wizard rolled his eyes.

"Oh don't get me started," he grumbled before resuming along the path.

Gandalf was immediately saved from any follow-up questions his companion might have had. A few paces to their front stood the entrance to a small cave. They had discovered the first potential waiting spot for Bilbo and the Dwarves. The pair halted inside the entrance. Gandalf commanded the tip of his staff to softly glow to illuminate the darkened interior. It appeared to be completely deserted. That was until Wanda spotted something out the corner of her eye. A large piece of woollen fabric lay scrunched up against the cave wall inches to her right. She bent down to pick it up.

"It's Bofur's blanket," Wanda recalled seeing it before.

The Scarlet Witch wasn't the only one growing alarmed. Gandalf struck the cave floor with the bottom of his staff. A series of glowing white lines shot out from the epicentre across the floor. The lines were soon in an interconnected pattern. The wizard's spell had revealed a demonstration of Goblin ingenuity.

"Trapdoors into Goblin-town," Gandalf identified the patches of earth the lines skirted around. "I daresay our friends have been taken to the Great Goblin for questioning."

The Scarlet Witch felt a pang of guilt about laughing over how the dwarves invariably ran into trouble. There was no question in her mind how to redeem herself.

"So we go after them," Wanda stated matter-of-fact.

"Yes but not from here," Gandalf cautioned about the chute under the floor. "Our coming wouldn't go unnoticed. The Goblins would likely kill Thorin and the others before we even reached them."

"There's got to be another way in," Wanda insisted.

The Grey Wizard had traversed the High Pass many times before. The old gate into Goblin-town was heavily guarded. The alarm would be sounded even quicker than if he and Wanda tried coming through a trapdoor. There was only one choice if they were to rescue the rest of the Company.

"If we can't use the front porch," Gandalf concluded, "we'll have to enter via the back door."

* * *

It was early afternoon as Wanda and Gandalf finally reached firmer ground. The narrow path had descended into mountain valley covered in dense pine forest. The pair increased in pace to a brisk walk as they made their way to the back door. Gandalf believed it imperative they retrieve the Company before nightfall. Otherwise nothing could stop the multitudes of Goblin-town from swarming the mountains in pursuit. Wanda's increased confidence in her abilities resulted in her proposing a solution to save time.

"Why don't you let me fly us there?" the Scarlet Witch suggested about the back door.

"That's a most kind offer, Wanda," Gandalf sincerely replied. "One my feet are most tempted to take." However, the wizard didn't want to run the slightest risk the goblins could spot them. "But until we find our friends, secrecy is our ally."

The Avenger simply nodded in understanding. They only walked a couple more steps when the forest seemed to darken around them. Wanda initially wondered if another storm was imminent. She and Gandalf suddenly halted in their tracks as a wave of dread hit them from the south.

"You felt that?" Wanda asked in a whisper.

The wizard's eyes didn't leave the direction the dread came from.

"Yes," he similarly confirmed. "It's a sorcery I haven't felt for a very long time." The wizard's discomfort was palpable with the choice he now made. "And one we can't afford to ignore."

Wanda's head snapped in his direction. It was almost unbelievable there could be any greater priority than rescuing the Company. Every second lost put their lives at the Goblins' slender mercies. Gandalf would surely know this. Wanda followed the corollary. There had to be something very important about the source of this dread to make Gandalf want to investigate it. Wanda promptly joined the wizard on his detour. The forest became darker and sense of dread increased with every step they took. They entered a small forest clearing. Before them stood a huge ten-foot statue of a demon ensconced upon his throne. Carved from dark granite, the statue possessed an aura equal to the demon's terrible visage.

"A Watching-stone of Angmar," Gandalf identified it with clear unease. "Used by the Witch-king to keep watch throughout his realm."

"I thought you said Angmar was destroyed a thousand years ago," Wanda nervously reminded him.

"It was," Gandalf spoke lost in thought. "As were all the watching-stones…"

The Scarlet Witch tuned out as she began speculating if the demon was purely symbolic. Her telepathy fleetingly sensed what felt like a dreadful spirit of evil vigilance abiding within the statue. Wanda began hearing evil sounding whispers inside her mind. They were in a tongue she couldn't make out. But the tone was cruel, malicious and hypnotic all at once. The whispers became ever louder as the demon's visage kept looming larger. The Avenger felt as if she'd been caught in a real-life nightmare. She 'woke' herself out of it with an angry and defiant cry.

Gandalf snapped out of his own trace as a wave of red energy shattered the statue into countless tiny fragments. An eerie wail sounded as the darkness and sense of dread was instantly lifted. The wizard noticed his companion shaking next to him. He placed a steadying hand on her shoulder. The Scarlet Witch spoke her incoherent thoughts.

"It…it was…like what I saw in Radagast," she began. "The ghost."

The Grey Wizard now realised he'd overlooked getting details about the dead the Brown Wizard had encountered within Dol Guldur.

"What ghost?" Gandalf hoped the Avenger might be able to provide answers instead.

"The one with the sword," Wanda said. "He had long hair and a crown."

She immediately felt Gandalf's fearful reaction to the description. It was similar to Galadriel's when she saw the Morgul-blade.

"You think it's the Witch-king," Wanda deduced with a gasp.

"I still fervently hope not," Gandalf tightly clung to the chance. "If it is, the statue shows he's already begun the groundwork for rebuilding his kingdom of old." The prospect saw him turn all thought to the Company. "Which means our own quest must not fail."

Gandalf beckoned Wanda to follow him. The pair quickly left the clearing behind as they made towards their original destination. They were soon outside the back door that was little more than a man-sized cave entrance. They halted as Wanda did telepathic scan for any goblins just beyond the entrance. She reported to Gandalf with a shake of the head. The wizard resolutely unsheathed Glamdring from its scabbard. The Grey Wizard tried lifting spirits before their planned rescue began.

"I know you're ready," Gandalf again expressed the confidence he had in the Avenger.

"I wonder how surprised the others will be to see me?" Wanda mused aloud.

"Not half as surprised as the goblins after witnessing your magic," Gandalf tipped with a wink.

The pair shared a knowing laugh before entering Goblin-town.

* * *

 **This was pretty much a character development chapter given the next one will be pretty action packed. Although it was my objective this chapter to flesh out Gandalf's prediction about Angmar in** _ **BOTFA**_ **. And there is a very tired nod to the countless "Why didn't Gandalf get the Eagles to carry X to Y" arguments.**

 **Wanda directly confronting the giants felt a bit too contrived on my part. While the giants in the film were dangerous I don't necessarily class them as evil. Would three brawling humans care about any ants they step on?**

 **Finally, nothing in this chapter is supposed to fuel debate about the hereafter. I just wanted to connect Pippin and Pietro's respective 'not so bad' quotes.**


	11. All on Edge

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

01/09/2016

 **Forgotten Honor** : You're right about the Eagles. Unfortunately, I doubt the topic will ever go away.

 **Nari Serpens** : See Chapter 1, point 2).

* * *

 **Chapter 11 – All on Edge**

The goblins had roughly herded Thorin and his followers through Goblin-town after capturing them. It was half a day's journey from the front porch to the Great Goblin. Their captors allowed the Company no rest on the way. The Dwarves were relentlessly shoved and whipped along the way. The mistreatment didn't end when they were presented before the ruler of Goblin-town.

The Throne of the Great Goblin was located in the middle of a vast cavern. The cavern reflected the vastness of the Great Goblin compared to his minions. The Great Goblin was more than nine foot tall. His throat resembled that of a bullfrog, the air whistling through holes in his rancid skin. He wore a bone crown and held a sceptre with a large ram's skull. Like many tyrants, the Great Goblin ruled his minions with a rod of fear. His cooks were among the hardest pressed. The Great Goblin had a bottomless appetite for meat – Dwarf-flesh his favourite – to fill his immensely obese frame.

None of the Company had so far let slip about the Quest of Erebor. Nor that one of its members had slipped capture. Not that these would've mattered to the Great Goblin. After taunting Thorin's ignorance about Azog's survival, Goblin-town's ruler decided to have some sadistic fun. Goblins were currently bringing forth an array of torture devices. The Great Goblin ugly bellowed via an equally ugly song what was in store for his prisoners.

" _Bones will be shattered, necks will be wrung._

 _You'll be beaten and battered, from racks you'll be hung._

 _You will die down here, and never be found, down in the deep of Goblin-town!"_

During the song, the Great Goblin's chief subordinate, Grinnah, was examining the weapons confiscated off the dwarves. He picked up Orcrist and slid it a few inches out of its scabbard. Grinnah instantly recognised the blade. He threw it to the ground in horror where it landed in full view of his fellow goblins. All of them howled in fear and rage from the sword that had ended so many of their kind. The Great Goblin instantly crouched back on his throne as if the platform itself had been cursed.

"I know that sword!" he trembled while pointing at it. "It is the Goblin Cleaver, the Biter, the blade that sliced a thousand necks." Fear quickly turned to rage as all thoughts of torturing the dwarves suddenly evaporated. "Slash them! Beat them! Kill them! Kill them all! Cut off his head!"

Grinnah and other attending goblins began whipping the dwarves with vicious abandon. Others leapt upon the captives before biting and scratching them. A group of goblins pinned Thorin to the ground to carry out the last part of their ruler's orders. Thorin could only blink, as a goblin stood poised to ram its dagger into his skull.

There was a sudden and massive explosion of white light. All sound was muted as a powerful shockwave ripped through the area. The blast threw numerous goblins in the air as well turning the torturing devices into splinters. All on the platform were knocked down, including the Great Goblin. Light and sound slowly began returning as the force of the explosion began to pass. Dwarves and goblins groggily began to regain their senses. Many saw a figure with a tall pointy hat walking out of the receding shadows onto the platform.

Gandalf and Wanda used the latter's telepathy to avoid being detected after entering Goblin-town. It allowed them to slip past countless sentries on their way to the Great Goblin's throne. The pair also considered it the easiest stage of their agreed rescue plan. Gandalf now began the hardest.

"Take up arms," he commanded the dwarves to play their part. "Fight. Fight!"

Thorin and his followers scrambled back on their feet as Gandalf rapidly began killing goblins with his sword and staff. The dwarves reclaimed their weapons and began using them to defeat the goblins around them. The Great Goblin lay paralysed with fear upon seeing the Grey Wizard's sword. The thought of being sliced apart by the blade originally wielded by Turgon was the stuff of Goblin nightmares.

"He wields the Foe Hammer!" The Great Goblin wailed at Glamdring. "The Beater, br-"

Goblin-town's ruler interrupted himself upon noticing the wizard had a companion. He sprang back on his feet thinking an easy kill was in the offing. The young woman confronting him would soon feel the full weight of his sceptre.

"Foolish to face me unarmed, girl!" The Great Goblin gleefully mocked her as he made to strike.

The Scarlet Witch contemptuously responded with her telekinesis. The Great Goblin released a frightened yelp of surprise as he was flung into the depths throne and all. Kili had just run his blade through Grinnah. He was the first of the Dwarves to see the Great Goblin's fall as well as its cause.

" _Wanda!_ " Kili cried in joy and disbelief.

Kili's reaction reflected why Gandalf held Wanda back at the start of the battle. It was predictable that the Company would be initially surprised to see the Sokovian hadn't returned home. But Gandalf thought that same surprise could also be put to practical use. The wizard's initial attack had left the Company momentarily dazed. Now with clear heads, the dwarves' morale received a major fillip upon realising they still had their witch.

"Protect her!" Gandalf played on their feelings.

Gloin and Kili instantly took up the role of bodyguard as Gandalf and Thorin led the other dwarves in clearing the platform. The Scarlet Witch's bodyguard wasn't just for symbolic purposes. The pair dispatched any goblin that tried reaching her as she unleased a barrage of energy blasts in all directions. Platforms and scaffolding throughout the cavern were instantly destroyed along with any goblins on them. Many goblins in the vicinity fled from a threat they found more terrifying than Orcrist and Glamdring combined. Gandalf planned the Scarlet Witch's display of power, along with the loss of the Great Goblin, would give the Company a window to escape unhindered.

"Follow me," Gandalf rallied them. "Quick! Run!"

Wanda instantly noticed a problem.

"Where's Bilbo?" she demanded know.

"It's alright, Wanda," Nori assured her. "He slipped away after they first collared us."

Wanda briefly saw the memory accompanying Nori's words. Bilbo managed to evade capture by inconspicuously crouching down as the goblins led the dwarves away. At least it confirmed what Gandalf said about hobbits being unseen. But it was still unclear if Bilbo's escape meant he was in or outside of Goblin-town. If it was the latter, how could've Gandalf and Wanda missed him seeing there was only one path to the back door? Wanda reluctantly set aside those questions as the rest of the Company started its escape.

Gandalf, Wanda and the dwarves rushed across the bridge that connected the platform with the tunnel leading towards the back door. Wanda grimly compared the situation to her last conversation with Pietro. Bilbo would want her to help get the dwarves to safety before she came looking for him. Unlike Novi Grad's evacuation though, Wanda only hoped this one didn't end with her receiving the most painful of telepathic shocks.

* * *

Wanda and Gandalf had cautiously proceeded from the back door into the interior. It was now a mad dash as they led the dwarves back along the same route. To Gandalf's lament, the goblins had quickly rallied from the Wanda's barrage within the cavern. Hundreds of them gave pursuit or tried ambushing the Company as it escaped across an interconnected series of suspended passageways. The goblin's persistence and cunning was still no match for the Scarlet Witch's power.

A column of goblins swarmed towards the Company along the narrow walkway directly ahead of them. Repeating her display against the Great Goblin, Wanda lifted her hand and directed a telekinetic blast at the head of column. Goblins could only scream as they were pushed through the flimsy railings down both sides. Wanda maintained her telekinesis as she ran, clearing the Company's path. The rest of the Company was free to hack down any goblin that attempted to assail them from behind or after jumping in from the side.

The Company soon reached something of an intersection. They had to halt as goblins streamed towards them from all sides. This included goblins climbing up from the scaffolding beneath. Wanda's attention was on a series of platforms above. Dozens of goblin archers stood poised to rain arrows down on the escapees. They were prevented as Wanda struck first. Her blasts of red energy obliterated the archers as well as turning their firing platforms into matchsticks. Gandalf was fond of chess. Standing alongside her, he compared Wanda's destruction of the goblins as a Queen taking the enemy's undefended pawns. And just like in chess, it was important the Queen's attacks didn't accidentally expose the rest of one's pieces. Gandalf spoke after cutting down a goblin with Glamdring.

"Careful, Wanda," he quietly cautioned about the rickety structures around them. "Such attacks could bring down our escape route alongside the enemy."

Wanda didn't even have time to answer. The next wave of goblins was only moments away.

"Which way?" Thorin anxiously prodded Gandalf.

They now faced what the Grey Wizard considered the most dangerous part of their escape. Gandalf was worried about the Company having to halt and bunch up as it navigated the tight twists and turns ahead. It wasn't a risk they should take even with the Scarlet Witch's protection.

"It's a maze ahead," Gandalf answered. "We need to split up and rejoin. Hurry!"

The Company messily divided themselves into two groups. Wanda went with Thorin, Balin, Dwalin, Fili, Kili, Bofur and Bombur while Gandalf led the others. The Dwarf King ran in front as the Sokovian verbally guided him from behind. As she did so, Wanda more understood Gandalf's caution to her just moments ago. The ramshackle pathways and scaffolding all seemed to be twisted together. A single wrong hit from her could see the whole edifice collapse beneath the Company's feet. And unlike how she levitated Gandalf, Wanda wasn't sure her telekinesis could save all the dwarves from falling to their deaths.

The Scarlet Witch used her powers more precisely as Thorin's group made its way to the rendezvous point. She pinpointed her energy blasts directly at the goblins as the dwarves fought with their various weapons and fighting styles. After using a spinning move to cut down a pair of goblins, Thorin noticed a threat to his group's flank. Goblins snarled as they swung on ropes towards them.

"Cut the ropes!" Thorin ordered immediately.

Dwalin and Kili joined him in cutting the ropes holding a raised platform in place. The platform fell outward, entangling the incoming goblins. Wanda planned to bring down the platform herself. That was until she noticed Bombur straggling behind with a trio of goblins swarming over him. The Avenger used her telekinesis to cast the offending goblins into the depths allowing a relieved Bombur to catch up. The Scarlet Witch didn't have a moment to spare as used the same power to save another Dwarf.

Kili had the sharpest eyes of all the Company's dwarves. He spotted a wide gap in the path ahead. Luck seemed to be on the group's side – a portable ladder stood leaning against a cavern wall. Fortune quickly changed as Kili made to claim it. A trio of goblin archers ran straight towards Kili before releasing a volley at close range. Wanda's telekinesis stopped the arrows mid-air within inches of Kili's face. She redirected the arrows back at the archers, killing them instantly. Any goblins following the archers immediately retreated in all directions.

"Thanks," Kili simply acknowledged the Avenger before claiming the ladder.

The group rushed forwards before bridging the gap with the ladder. All but one of the dwarves ran over the ladder as Wanda covered them from behind. After destroying a number of pursuing goblins with energy blasts, she turned to cross the ladder herself. Her path was blocked by Bombur who was justifiable unsure about the rickety ladder being able to hold his weight. Bombur's eyes widened in surprise as Wanda levitated them both over the gap instead. Dwalin immediately cut away the ladder after the pair safely landed. Just ahead was an intersection where the maze of paths joined into one – Gandalf's selected rendezvous point.

Thorin's group reached the intersection seconds before Gandalf's did. The reunited Company resumed moving whole while continuing to dispatch the ceaseless numbers of goblins. Their passage of escape soon came to section of path suspended by ropes from above. Unfortunately, there was a gap of several yards between the end of the path and a tunnel entrance. Wanda used her energy blasts to hold back the pursuing goblins as the rest of the Company crammed up on the suspended section. The dwarves momentarily feared their rescuers had led them to a dead end. It was actually a planned shortcut.

"Now, Wanda," Gandalf urged her.

The Scarlet Witch climbed on the section before using her telekinesis on the ropes above. The section of path swung like a pendulum away from the frustrated reach of their pursuers. Wanda kept the section in place after it reached the other side as the dwarves followed Gandalf into the tunnel. The Avenger levitated herself into the tunnel instead. She destroyed the suspended section in her wake with an energy blast to prevent the goblins from using it.

The Company started the home stretch of their escape. The narrow tunnel they'd entered sharply slopped down to its exit. At the front of their column, Gandalf used magic for the first time since the Great Goblin's throne. The Grey Wizard struck a rock on the low roof above with a mystical crack of his staff. The rock dropped in front of the company and quickly rolled forwards. The rock squashed any oncoming goblins before exiting the tunnel. The rock overshot a bend in the path as it flew into the depths. The Company turned the bend in the rock's wake. Before them was a bridge between two walls of the cavern. It was the final structure they had to cross before the tunnel that led straight to the back door. The Company had just set foot on the bridge when Wanda sensed something.

"Wait!" she frantically warned them to stop.

The Company came to an abrupt halt as the Great Goblin suddenly broke through the bridge from underneath. The Great Goblin pulled himself to his full height as he blocked the Company's path. He released a malicious smile as countless goblins surrounded the escapees on all sides.

"You thought you could escape me?" The Great Goblin both taunted and gloated.

Goblin-town's ruler swung his sceptre twice at Gandalf, causing the wizard to stumble back and almost fall. Despite this, most of the Great Goblin's vindictiveness was towards someone else. Someone he'd mistakenly assumed to be just a girl.

"What are you going to do now, witch?" he sneered at Wanda.

The Scarlet Witch responded with a loud clap. The heads of the Great Goblin and his surrounding minions exploded in a huge shower of black blood. The Company had no time to enjoy their destruction. It was due to the Great Goblin seemingly trying to get some posthumous revenge. His headless corpse slumped onto the bridge with a loud thud. The weight and impact caused the bridge to break away from its supports.

Some dwarves screamed in terror as the bridge plummeted down the gap. Pieces of the bridge were torn off as it smashed against the sides. Memories of the runaway train in Seoul flashed in Wanda's mind as she tried saving the Company in the same fashion. Gandalf and the dwarves clung on for dear life as Wanda used her telekinesis. Streams of red energy instantly wrapped around the bridge to hold it together. The sides of the gap narrowed towards bottom, helping Wanda slow the bridge's descent. The battered structure carrying the Company ground to a halt inches off the cavern floor. Wanda levitated to the ground. She first helped Gandalf get back on his feet as the dwarves shared a sigh of relief.

"Well, that could have been worse," Bofur wryly reflected about their escape.

The Great Goblin's corpse instantly landed on the wreckage. The dwarves groaned at being squashed into a compact mass.

"You had to say it," the Scarlet Witch dryly paraphrased Captain America.

As the dwarves started extricating themselves from the wreckage, Kili looked up. All he could see was the empty slopes of the surrounding cavern.

"They've stopped chasing us," Kili inferred about the goblins.

Gandalf arched a knowing eyebrow at his fellow rescuer. "I can't imagine why."

The dwarves smiled in understanding. They followed Gandalf and Wanda over the last few yards to the back door with spirits renewed. Try as she might, the Sokovian found it impossible to block out the proud and approving thoughts being sent in her direction. The mental bombardment on her telepathy, however, could've been described as friendly fire. It drowned out the thoughts coming from a crevice the Company rushed by in their haste to get outside.

The Company didn't stop after exiting the back door. They kept running down the slopes while readjusting to the fading daylight. Their escape ended at sunset some hundred yards away from Goblin-town. Despite wanting to catch their breath, the dwarves desperately wanted to know something first.

"We thought you were going home, lass," Balin quizzically puffed at Wanda.

The Sokovian caught her breath before answering. She followed Gandalf's example, using self-deprecation to explain why she was still in Middle-earth.

"Getting back's harder than we first thought," Wanda summarised her, Elrond and Gandalf's research. "So, I'm afraid you're still stuck with me."

The dwarves' honour couldn't accept this even if they knew she was being humorous.

"Stuck?" Fili incredulously repeated. "Didn't you hear my brother before? The Scarlet Witch is _part_ of this Company!"

Gandalf smiled as most Dwarves cheered their agreement. Even Thorin gave it a half-smile of approval. It was symbolic of how they'd come to embrace the Avenger as one of their own. Ironically, Wanda couldn't share in this joy. Not until tying a very important loose end that everyone else appeared to have forgotten.

"So Bilbo couldn't be far from here?" Wanda put to them.

The Scarlet Witch hadn't spotted or sensed the Hobbit during the Company's escape. However, the thoughts of the Great Goblin and his minions provided an unusual source of hope. Their thoughts had ruled out Bilbo was dead, held elsewhere or being searched for in Goblin-town. Given Goblins disliked daylight, Wanda felt it safe to assume that the Hobbit must've made it outside. And the back door appeared to be the only possible escape route. Her optimism about Bilbo's welfare quickly evaporated.

"Well…I…guess so," Nori sheepishly admitted he wasn't as sure of Bilbo's escape as initially indicated.

Wanda wasn't the only one concerned about the Hobbit. Bofur looked in the direction of the back door with growing alarm.

"You mean," he nervously began speculating, "the poor chap could still be lost in there?"

Not even the Company's stoutest warriors fancied a return trip into Goblin-town.

"What?" Dwalin growled in realisation. "We have to go back into those abominable tunnels to look for him?"

Gandalf's anger was stoked at hearing this. Dwalin's attitude implied abandoning Bilbo was an option. The wizard knew the Scarlet Witch shared his anger by the expression on her face.

"I'll go back and I know Wanda will too!" Gandalf castigated the dwarves on her behalf as well. "The rest of you are free to join us or wait here. You're also free to try your luck again at going far without our help!"

Thorin fumed at the wizard's threat. As far as he was concerned, there was only one explanation for Bilbo's absence. One that Gandalf was too proud to admit.

"I'll tell you all what happened," Thorin said with noticeable vindictiveness. "Master Baggins saw his chance and he took it! He's thought of nothing but his soft bed and his warm hearth since first he stepped out of his door! We will not be seeing our Hobbit again. He is long gone."

This enraged Wanda more than the dwarves' reluctance to go back into Goblin-town. Despite all the loyalty Bilbo had shown the Company, the Dwarf King still had nothing but contempt for him. In her wrath the Sokovian momentarily lost control of her power.

"Gone?!" she snapped as sparks of red energy flashed from her fingertips. "He could be _dead_ , Thorin!"

Many of the Dwarves were more than unnerved. Ever since the Company departed _The Green Dragon_ , they feared Thorin pushing the Scarlet Witch too far. Did the energy sparks indicate an imminent attack? The dwarves would fight for their king to the last. But the fact was Wanda could dispose of them as easily as she did with the goblins. Not even Gandalf might be able to save them. Assuming the wizard would oppose the young witch he'd taken under his wing ever since her arrival in Middle-earth.

"No, he isn't," a familiar voice pulled the Company back from the brink.

There was a palpable sigh of relief upon seeing who it was.

"Bilbo Baggins!" Gandalf happily greeted him. "I've never been so glad to see anyone in my life!"

The Hobbit strode forward into the group; affectionately patting Balin's shoulder as he made his way to Wanda. The Hobbit and the Scarlet Witch didn't have to say a word as they renewed their friendship with the warmest of hugs. The dwarves on the other hand had plenty to ask after the pair loosened themselves.

"Bilbo, we were about to go back and find you," Kili indirectly indicated he and his brother would've helped Gandalf and Wanda in their search.

"How on earth did you get past the goblins?" Fili followed up.

The more experienced members of the Company felt there was more to this question than met the eye.

Dwalin pondered aloud, "How, indeed…"

There was an awkward silence before Bilbo gave a nervous laugh and put his hands on his hips. Gandalf's curiosity was piqued; being the only one who noticed Bilbo sliding something into his waistcoat pocket. Wanda would've noticed as well if she hadn't been completely been distracted by something else. She couldn't pick up the slightest trace of Bilbo's thoughts. It was if the Hobbit was blocking her telepathy. Her inner confusion as to the reason why was interrupted.

"Well, what does it matter?" Gandalf summed up Bilbo's return. "He's back!"

"It matters." Thorin insisted before directly asking the Hobbit, "I want to know: why did you come back?"

A perplexed Wanda had to rely on Bilbo's word like the rest of the Company.

"Look, I know you doubt me, I know you always have," Bilbo admitted to Thorin and his followers. "And you're right, I often think of Bag End. I miss my books. And my armchair. And my garden. See that's where I belong. That's home. And that's why I came back, cause you don't have one. A home. It was taken from you. But I will help you take it back if I can."

The dwarves silently contemplated Bilbo's words and how they'd underestimated him. Gandalf was more than satisfied with the reaction. Wanda and Bilbo were the unexpected members of the Company. In one sense, it was much easier for the former to win the dwarves' respect. Wanda's power represented a huge asset to the Quest of Erebor. This compared to Bilbo who joined it without bringing even a handkerchief. However, his willingness to help reclaim the Lonely Mountain as a matter of principle left as deep an impression on the dwarves as any of the Mind Stone's energies. A cacophony of howls from the west dramatically cut short their epiphany.

Thorin summarised the tactical situation. "Out of the frying pan…"

"…and into the fire." Gandalf finished it before urging the Company, "Run! _Run!_ "

* * *

Azog had received word from the Great Goblin about the Thorin's capture. The Pale Orc lead his pack to the old gate of Goblin-town, eager to tie Thorin's head on his belt next to Thror's. He was instead told that the Dwarf King and his companions had escaped towards the back door. Upon hearing this, Azog wasn't angered as might be expected. Not having to pay the Great Goblin the promised bounty was one reason. Another was that, unlike horses and ponies, wargs were superb mountain travellers. Azog's pack reached the other side of the mountain in quick time. The Pale Orc spotted his prey at the base of the slopes.

"Run them down!" he exhorted the initial attack. "Tear them to pieces!"

Azog swung his mace forward. A handful of riderless wargs raced down the slopes howling towards the Company. Dusk turned equal as quickly into night. Wanda joined the others in fleeing away from their pursuers. She could've remained and covered their retreat. But like the Trollshaws – other orcs and wargs could be laying in wait further ahead. This was in reality a non-existent threat. However, the Company was soon trapped nonetheless.

The wargs drove the Company to a large outcropping of land with a few pine trees growing on it. The only way off was a tremendous fall down the mountain. The Company came to a sudden halt upon seeing their predicament. It saw the foremost pursuing warg to leap at Bilbo. The Hobbit ducked as the Warg's jaws snapped where his head had been a moment before. Wanda dispatched the offending warg with an energy blast just as quickly. Nor was she the only one in the Company to dispatch their pursuers. Bifur threw an axe and killed a warg approaching him. Dori, Nori and Ori combined to dispatch one as another fell victim to the combined weight of Dwalin's axe and Bofur's mattock. More howls from the west indicated these losses were meaningless to the enemy.

A dozen wargs savagely sprinted towards the trapped Company. However, Wanda believed the outcrop's narrow confines was the perfect spot for her to take a stand. She quickly placed herself between the Company and the wargs. The Scarlet Witch summoned a hex shield spanning the width of the outcropping in the blink of an eye. To the wargs, it was like running into a brick wall. They yelped and staggered in pain after hitting it. The Grey Wizard used the opportunity to get Bilbo and the Dwarves to relative safety.

"Up into the trees, the rest of you!" Gandalf urged them. "Come on, climb!"

The wargs started a futile attempt the break through the shield as the Company carried out the wizard's instructions. Gandalf led by example. He climbed up the furthest tree after glimpsing something land on it in the moonlight. The Dwarves followed suit, helping each other and Bilbo as they spread themselves evenly among the surrounding branches. They had the perfect viewing spot as the Scarlet Witch turned defence into attack.

Wanda thrust her shield making it crest like a wave. The wargs were instantly killed by the tide of red energy that rolled through them. All but one of the Company roared their approval at the display. The exception was Gandalf who found what he'd been looking for. The wizard reached out with his staff and picked up a moth perched on the branch next to his. He brought the moth close to his face before whispering to it. Gandalf then blew on it gently, causing it to flutter away. While this was happening, the dwarves had been loudly taunting their pursuers.

"Why don't you try again?" Dori challenged them.

"Don't you like the taste of magic?" Bofur mocked their appetites.

"There's plenty more!" Dwalin added with gusto. "Wanda's a very giving lass!"

The Avenger couldn't help but release a flattered smirk. She resolutely created a new shield as the next enemy attack commenced. More than two dozens wargs stormed out of the forest and launched themselves at the hex shield. Wanda was momentarily caught off-guard, having to increase the shield's power to match the stronger force pushing against it. To the dwarves, the attacks against them appeared suicidal. In reality, the battle was going just as their foe planned.

Azog was both a brilliant and ruthless military leader. He had no qualms about sacrificing his own forces on the battlefield. However, that didn't mean he sacrificed needlessly. The Pale Orc had purposely held back himself and his riders atop the slopes. The first wave of wargs was to see how the Scarlet Witch would protect the Company. Having his answer, the second wave was a diversion as he deployed the Necromancer's device. Shagzo reported the sphere contained a dark sorcery. As the wargs tore down the slope, Azog tossed the sphere after them with a powerful underarm throw. The Pale Orc's aim was perfect. The sphere rolled to a stop behind a tree a few yards from the hex shield. All Azog had to do now is wait.

Having halted the second lot of wargs, the Scarlet Witch made to destroy them as she did the first. That was until her mind echoed with a voice of seductive malice.

 _Wanda_ , it simply whispered her name.

The unexpected and evil sounding telepathy disturbed the Sokovian. While maintaining the shield, she tentatively looked in the direction it came from. Impossible as it was to believe, it seemed to have emanated from Bilbo! The Hobbit was puzzled about the confused and unsettled look his friend was giving him. Gandalf noticed this as well. Wanda's distraction was also causing her hex shield to buckle as the wargs pushed against it.

"Wanda!" Gandalf warned her.

The Scarlet Witch shook out of her daze and immediately attacked the wargs. Again, she pushed the shield outward as an energy wave. The wave consumed the wargs a second before it hit the Necromancer's device.

A bright explosion of unearthly energies pierced the mountain night. Surrounding trees were set ablaze or uprooted from the shockwave of the blast. For the spell within the sphere was a dark version of the type Gandalf used to initially free the dwarves. Wanda's energies had been able absorb much of the explosion. While none of the Company was killed, enough of the blast escaped to throw them asunder.

Dori, Ori, Nori and Bombur clung on for dear life as the tree they were in now leant precipitously over the edge. Bifur, Oin and Bofur had been thrown to the ground unconscious. The remaining dwarves and Bilbo were reflexively shaking their heads due to the loud ringing in their ears. On the furthermost tree, even Gandalf needed a moment to regain his bearings. The first thing he saw was Wanda on hands and knees wincing in pain. She hadn't felt this disorientated since being electrocuted by Hawkeye's arrow. With the Company crippled, the Pale Orc made his move.

"Oakenshield is mine," he warned his charges. "Kill the others!"

Azog and his riders surged forward to deliver the coup de grace. Unlike normal though, Azog rode towards the back of the pack. It was all part of his planned 'reacquiantance' with Thorin. Wanda felt a familiar rumble through the ground as the pack bore down on the Company. She'd be the first member killed if she didn't get back on her feet. Fortunately, the Company's other magic-user helped buy her some time.

The burning forest gave the Grey Wizard an idea. Gandalf grabbed a pinecone before magically setting it alight with the tip of his staff. He tossed it towards the oncoming Orc pack with similar speed and strength as the branch he threw at Barad Mindon. The charge of Azog's pack was instantly broken as the pinecone exploded in their midst like a grenade. The Pale Orc avoided injury. But a number of riders and their mounts were instantly killed. Some wargs yelped away with their fur ablaze. More significantly, the now confused and disorganised pack was vulnerable to counterattack.

Shagzo had been among the lead elements of the pack. Still disorientated by the pinecone's explosion, he noticed Wanda just a few yards away. She was shakily getting back on her feet. The Orc didn't hesitate, urging his warg to close in for a prized kill. Shagzo's warg instantly fell dead after Kili shot it with an arrow between the eyes. Shagzo was pinned under his mount, completely defenceless when Gloin split open his head moments later.

"Nobody touches our witch!" Gloin growled at his corpse.

Kili and Gloin's efforts were all part of the dwarves' response when the pack's charge was halted. Thorin seized the chance to engage their broken enemy head on. The five Dwarves who could followed their king back down to the ground before attacking any orcs and wargs in their path. Nor was it just dwarves who'd scrambled to the ground. Now standing, the Scarlet Witch felt a steadying hand on her lower back.

"Are you alright, Wanda?" Bilbo checked with shortsword drawn.

Wanda replied with an energy blast to dispatch a Warg-rider poised to kill Fili from behind.

"I'll take that's a 'yes'," Bilbo inferred in inimitable style.

"Come on," Wanda laughed as they rejoined the fray.

Gandalf had come down from his tree as well. His immediate priority was healing the unconscious dwarves. The wizard closed his eyes as he quietly began incanting a spell. Bilbo meanwhile stuck close to Wanda as she shoved a warg over the edge with her telekinesis. Thorin and his followers were slowly but surely pushing back their enemy. Just when momentum was with Company, a tree ominously creaked.

"Miss Wanda!" Dori cried out for help.

Dori's tree was clinging on to its stump by the skin of its bark. The four dwarves stuck in it were poised to fall to their deaths. Red energy streams instantly wrapped around the tree to prevent it from breaking.

"Hold on!" Wanda told the four dwarves.

"What do you think we've been doing?" Nori groaned _sotto voce_.

The tree was the largest and heaviest object Wanda had ever tried levitating. The Scarlet Witch strained as her power fought against gravity. To an observer, it was like the Avenger was inching the tree perpendicular through a series of ethereal ropes. Those fighting alongside Wanda didn't have time to appreciate her struggle given they were caught up in their own. Especially Thorin after spotting a certain Warg-rider some twenty yards up the burning slope.

"Azog!" Thorin gasped in disbelief. "It cannot be."

The Pale Orc replied with an exaggerated sniff.

"You smell of fear, Thorin son of Thrain," Azog taunted him. "Your father reeked of it when tortured."

Despite it being spoken in Black Speech, Thorin fully understood his nemesis's every word. Not only was the Pale Orc still alive. He'd also just confirmed that Thrain was indeed taken prisoner at the Battle of Azanulbizar. The cruelties his father would've been subjected to grieved and enraged Thorin. In a repeat of history, the Dwarf King armed himself with his oaken shield as he charged uphill with Orcrist held high. Azog mockingly spread his arms wide as if offering a welcoming embrace.

" _No!_ " Balin cried out, correctly guessing it was a trap.

Gandalf heard the cry just as the unconscious dwarves began stirring. The Grey Wizard was promptly prevented from aiding Thorin. Without the Scarlet Witch's energy blasts to contend with, the Warg-riders regained the battle's upper hand. A pair of them broke through the Company's defensive line and made for Gandalf. The wizard stood up and parried their attacks with Glamdring and his staff in the nick of time. Due to her telepathy, Wanda was more than aware of the situation as she finally lifted the tree to a safe angle. The tree notably wobbled as she held it in position.

"Hurry!" she told the four dwarves to get off for a variety of reasons.

Dori, Ori and Nori immediately scrambled down to the ground. Bombur though halted upon seeing events directly below. Gandalf dispatched one of the Warg-riders and his mount with sword and staff. The other Warg-rider was a moment away from attacking Bofur who's just gotten back on his feet along with Oin and Bifur. Bombur leapt forward just as Wanda's telekinesis finally gave way. The large Dwarf collapsed on top of the Warg-rider at the same time the tree crashed over the edge. Bombur and the Orc fell to the group in a messy heap momentarily confusing the warg. With Bombur having saved their lives, his brother and cousin returned the favour. Bifur drove his boar-spear into the warg's skull while Bofur smashed his mattock into the Warg-rider's chest after Bombur rolled off him.

While this had been taking place, Thorin and Azog's rematch reached its dramatic conclusion. The Dwarf King released a martial cry as he closed the gap between them. Azog crouched before spurring his mount to leap forward. Thorin tried swinging Orcrist to intercept the attack. But the Matron's forepaw hit him square in the chest, knocking him to the ground. Azog wheeled around as Thorin got back on his feet by sheer strength of will. It was only in time to receive a blow to the face from Azog's mace. There was no let up for the Dwarf King as he fell to the ground a second time. He screamed in pain as the Matron's jaws clamped around him. Thorin just had the strength to hit the White Warg with the pommel of Orcrist. The Matron roared from the blow, throwing her prey several feet away onto a flat rock nearby. A barely conscious Thorin landed heavily. Orcrist slipped out of his hand inches away from his grasp.

"Bring me the Dwarf's head," Azog casually told a Warg-rider next to him.

The Orc immediately dismounted and walked towards Thorin with sword raised.

"Thorin!" Dwalin called out in anguish.

For the veteran warrior, it was like reliving the nightmare of Azanulbizar. Azog's subordinates pressed hard against the dwarves to prevent them from coming to their king's aid. Gandalf was caught up protecting the injured. Nor was the Scarlet Witch able to help given she was holding the tree at the time. The Avenger was also unaware of the torment racing in Bilbo's mind.

The Hobbit hadn't left Wanda's side throughout the struggle just in case any Orc or Warg managed to sneak up on her. After hearing Dwalin's cry, Bilbo's conscience began arguing he was really needed elsewhere. The dwarves weren't able to squeeze through the line of Warg-riders to get to Thorin – but maybe he could. His main fear wasn't the prospect of facing Azog alone nor even being killed. It was he'd turn and run if the Pale Orc so much as blinked at him. Unlike Bullroarer Took, Bilbo Baggins would forever be remembered as a coward. It was then that the Hobbit remembered what Wanda said about stepping out one's front door.

 _You can only do it if you've got courage._

The memory proved decisive. If he possessed courage, then of course of he wouldn't flee. Bilbo took a deep breath before scurrying forward. His size proved to his advantage as he nimbly ran under warg's legs and got around spot fires and fallen trees. Bilbo arrived just in time to tackle the Orc about to behead Thorin. The Hobbit was pumping with fear and adrenaline as he quickly stabbed the orc to death with his glowing shortsword. Bilbo withdrew his blade before placing himself in front of the helpless Thorin.

Azog was nothing short of enraged. He'd kill the impudent halfling himself…

* * *

Bombur leapt forward just as Wanda's telekinesis finally gave way. The large Dwarf collapsed on top of the Warg-rider at the same time the tree crashed over the edge. Wanda glimpsed up the slope and was horrified.

Through the flames and battle chaos, Bilbo stood alone against Azog and the Matron. Unable to get a clear shot with an energy blast, the Scarlet Witch used her powers of micro-cellular manipulation against a burning tree instead. Azog and surrounding Warg-riders where caught in a shower of sparks and burning splinters. The Pale Orc was violently thrown to the ground. Azog was momentarily stunned after hitting his head on a large rock. The Matron bucked and whined from its white fur spotted in flames. Wanda was about to follow up her attack but was suddenly distracted. A moth fluttered across in front of her eyes followed by a series of piercing cries from above.

Gandalf gave a huge sigh of relief at the Great Eagles' arrival. Among the most majestic creatures in Middle-earth, the eagles lived in an eyrie just east of the Misty Mountains. A flock of more than a dozen of them now answered Gandalf's call for aid. The dwarves yelped in surprise as the Eagles began scooping them away in their talons. Other dwarves panicked after being released over the edge only to land on another Eagle's back. In comparison, Eagles dropped orcs and wargs to their deaths.

Even if it was just for a few moments, Wanda berated herself for forgetting about Bilbo. The Warg Matron was in a maddened frenzy. After rolling on the ground to smother her burning fur, the White Warg inwardly burned for blood and revenge. She lunged at the closest target. Wanda's telekinesis froze the Matron's open jaws less than a foot from Bilbo's face. The Hobbit released a defiant cry before plunging his shortsword through the upper cavity. The Matron was dead the moment the blade pierced her brain.

After withdrawing his blade, Bilbo had to duck as an Eagle swooped close overhead to collect Thorin and Orcrist. Wanda reached her friend just in time for the pair to catch their own ride. She held Bilbo close before swiftly levitating them onto a passing Eagle's back. After seeing this, Gandalf now signalled for an Eagle himself. The Grey Wizard was the last of the Company to be borne away from the outcropping.

Azog stirred and got back on his feet. It was just in time to see the Eagles and their passengers flying east under the light of the full moon. As the Company finally left the Misty Mountains behind them, the last thing they heard was Azog's scream of anger and humiliation.

* * *

The Great Eagles carried the company over mountains and valleys throughout the night. Bilbo and Wanda found the ride smooth enough to have a few hours sleep. The Sokovian doubted even the softest feather bed on Earth could have felt as comfortable. She woke before Bilbo just as the sun was rising. Until now, Rivendell had been the most awe-inspiring thing she'd seen in Middle-earth. That changed after taking in the flock of Eagles travelling gracefully across the dawn sky. The sight caused her to immediately think of a certain Avenger.

 _If only Cap could see this_ , Wanda mused to herself.

Wanda looked at the sleeping Bilbo next to her, still unable to pick up his thoughts. The Scarlet Witch felt certain there had to be a connection with the evil voice that she briefly heard inside her head. She pondered if it was something she should directly raise with Bilbo about or first discuss with Gandalf. Wanda then sensed some new and surprising thoughts. She used her telepathy so as not to wake the Hobbit.

 _You're_ _Gwaihir_ , she checked with their ride.

 _Yes, milady_. The Lord of the Eagles confirmed in a rich and soothing voice. _And I'm honoured to bear you, Wanda the Scarlet_.

 _How do you know me?_ Wanda asked in surprise.

Gwaihir's answer showed he had a sense of humour. _Radagast talks a lot._

Wanda smiled in understanding as the Eagles began descending. Bilbo stirred awake upon feeling the change in altitude. It was just in time to hear a worried Fili.

"Thorin!" he called out to his uncle.

The Dwarf King didn't stir. Thorin had been unconscious since the Eagles had rescued the Company. Gwaihir and his brethren now dropped off their passengers atop a massive rock structure shaped like a bear. A flight of steps hewn within the rock lead all the way down to the ground. The structure was known as the 'Carrock', a stony eyot located in the upper reaches of the River Anduin, to the north of the Old Ford.

The Eagle carrying Thorin gently placed him and Orcrist on the flat summit of the Carrock. Gandalf was next set down followed by Bilbo and Wanda. The two magic-users quickly knelt either side of Thorin.

"Thorin, Thorin!" Gandalf tried waking him.

"He's barely holding on," Wanda anxiously sensed with her telepathy.

Gandalf placed a hand on Thorin's face and softly cast a spell. The spell was similar to the one the wizard used to heal the unconscious dwarves on the outcropping. By now, the Eagles had set down the rest of the Company on the Carrock. Thorin's worried followers crowded around him just as he began to stir.

"The halfling?" Thorin weakly asked.

"It's alright," an understanding Gandalf assured him. "Bilbo is here. He's quite safe."

Gandalf and Wanda resumed standing, allowing Dwalin and Kili to help Thorin up. Back on his feet, Thorin brusquely shrugged off his helpers. The Dwarf King glared at Bilbo who was standing in front of him.

"You!" Thorin started chastising the Hobbit. "What were you doing? You nearly got yourself killed!"

The other dwarves were stunned by their king's attitude. Bilbo's courage on the outcropping was more than worthy of song. Bilbo was simply heartbroken – it seemed nothing could win him Thorin's acceptance. He shuffled nervously on the spot as Thorin ominously approached him.

"Did I not say that you would be a burden?" Thorin continued in the same tone. "That you would not survive in the wild and that you had no place amongst us?"

Gandalf was on the verge of berating Thorin himself. He was surprised then when Wanda put a restraining hand on his shoulder. The Scarlet Witch sensed a major turning point in the Quest of Erebor.

"I've never been so wrong in all my life!" Thorin choked before embracing Bilbo in joyful contrition.

Initially surprised, Bilbo gave a forgiving hug in return. The other dwarves cheered loudly and slapped each other on the back at the sight. Gandalf and Wanda simply exchanged a knowing smile. At Bag End, the dwarves treated Bilbo as little more than a joke and poor choice of burglar. They now respected the Hobbit as a valued member of Company.

"I am sorry I doubted you," Thorin expressed their changed opinion.

Bilbo was characteristically humble. "No, I would have doubted me too. I'm not a hero or a warrior." He mischievously glanced at Wanda. "Not even an Avenger."

"You're wrong, Bilbo," she replied likewise. "About not being a hero."

All chuckled in agreement before a surrounding flurry got their attention. The Company watched in silence as the Great Eagles screeched and flew away to the north-west. Wanda contemplated if she'd ever see them again. Thorin was the first to glimpse a new splendour. Noticing, Bilbo followed his gaze.

"Is that what I think it is?" Bilbo thought aloud.

The rest of the Company turned around. Far on the eastern horizon was the outline of a tall and solitary mountain.

"Erebor – The Lonely Mountain," Gandalf confirmed. "The last of the great Dwarf kingdoms of Middle-earth."

Bilbo's words after escaping Goblin-town had left their mark. The dwarves in the Company had originally answered Thorin's call with a variety of motives – to get rich; fulfil oaths of service; excitement and adventure. All of them were now driven to reclaim the Lonely Mountain for a single reason.

"Our home," Thorin stated it.

A small bird cheeped as it flew over the Company. Oin felt the bird was confirmation of the portents he spoke of at Bag End.

"A raven!" he mistakenly identified it. "The birds are returning to the mountain."

Gandalf felt somewhat guilty having to dampen the Company's renewed spirit of optimism.

"That, my dear Oin, is a thrush," the wizard kindly corrected him.

Thorin still saw a silver lining. "But we'll take it as a sign a good omen."

"You're right," Bilbo sincerely agreed. "I do believe the worst is behind us."

The Scarlet Witch suddenly felt a nagging doubt in the pit of her stomach.

 _Don't jinx it_ , Wanda privately reflected.

* * *

The Necromancer's most powerful servant knelt at the edge of a raised walkway within Dol Guldur. The Necromancer floated before him in the form of a black cloud-like mass. It was their first communication since the destruction of the Watching-stone in the Misty Mountains. The master's initial instructions to his servant contained no small measure of irony.

"SEND BATS TO THE LONELY MOUNTAIN," the Necromancer commanded. "THE DRAGON MUST BE TOLD ALL WE KNOW ABOUT THE WITCH."

"Yes, Lord of the Earth," his servant solemnly pledged.

The Necromancer also had orders on a different matter.

"RECALL THE DEFILER," he added. "IT'S TIME HE LEARNT HIS PLACE."

* * *

 **I couldn't envisage the outcomes in this chapter other than aligning with canon. However, I believed Wanda's presence would significantly change how those outcomes were reached. The clash between the Company and Azog's pack being the most notable. I admit my twist on events is less than perfect. But I hope they were entertaining as well as keeping Bilbo's growth moments at least in spirit.**

 **I've said before the hardest battles to write are those short in duration with multiple events happening at once. The fight on the outcropping is but another example. Following on from the previous chapter, it begs belief the Necromancer and Azog wouldn't change tactics in face of the Scarlet Witch.**

 **Translating literature to the silver screen often requires compromises. But I still have trouble accepting no Dwarf (apart from Nori) noticing Bilbo's absence. And sorry, PJ. If Elves can't parry arrows with swords I don't accept Kili can.**

 **I paraphrased a couple of pieces of** _ **AoU**_ **dialogue that dovetailed with events in this chapter.**

 **This chapter marks the end of the** _ **AUJ**_ **part of this crossover. The final scene marks the transition point to** _ **TDOS**_ **. And readers are correct assuming the mind games have begun between Wanda and something in Bilbo's pocket.**


	12. Other Guys

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

07/09/2016

 **Avengers Fan** : The last _Fantastic Four_ was a 'worthy' joint winner of Worst Picture at the last Razzie awards. And I severely doubt I'll ever want to see the picture it drew with.

 **Sammael29** : All I'll say is that it wasn't coincidence about the bats being sent to the Lonely Mountain.

* * *

 **Chapter 12 – Other Guys**

The Company had been on the run since departing the Carrock two days ago. In spite of suffering heavy losses, Azog pursued them relentlessly. The Defiler now rode a black warg as he led his diminished pack from the front. The pack's wargs shared his enthusiasm for the hunt. Azog promised they could devour alive the witch and the halfling who'd killed the Matron.

Gandalf, Wanda and the Dwarves waited by a rocky ledge in the late afternoon sun. In a sign of his increasing confidence, Bilbo had gone alone to scout ahead. All knew Azog's pack was quickly gaining on them. No one in the Company relished the prospect of resuming battle with the Pale Orc any time soon. Even with the Scarlet Witch's presence, it was nothing short of miraculous that none of them had been killed during their last clash. And it couldn't be ruled out that Azog still had tricks up his sleeve like the explosive device. Paradoxically, the device was among the least concerns of the individual it had been designed for.

Wanda's inability to sense Bilbo's thoughts had been eating away at her ever since she first noticed it. One positive was that she hadn't heard the evil voice inside her head again. However, despite her best efforts, both phenomena still defied explanation. The Scarlet Witch was reluctant to actively probe Bilbo's mind for answers – if only because her conscience wouldn't allow it. Wanda could no longer keep silent about the matter either. There was only one of the two people present she could raise it with. As the dwarves anxiously waited for Bilbo, Wanda sidled up to Gandalf for a quiet word. The wizard immediately noted the troubled look on her face.

"What is it?" he asked concerned.

"It's Bilbo," she came straight to the point. "I haven't been able to sense his thoughts since Goblin-town. Something must've happened to him."

Once thing Wanda had learnt was that the Grey Wizard always seemed to know more than what he let on. She therefore wasn't too surprised her revelation hadn't caught Gandalf unawares.

"I've the same opinion," he agreed before providing a revelation of his own. "I asked Bilbo what happened after he escaped. He told me he fell and found himself lost in the roots of the mountain. There was no lie in Bilbo's eye when he said he found a way back to the surface. But I've no doubt he also brought something with him."

Wanda's eyes flickered. "The voice…"

This was something the wizard was unaware of.

"What voice?" Gandalf warily queried.

"It was telepathic," Wanda recalled events on the outcropping. "All it said was my name. That's why I got distracted from the wargs."

"And the voice seemed to come from Bilbo?" Gandalf linked it together.

Wanda nodded. "But it wasn't Bilbo's voice. If anything, it sounded like…" She had a nervous pause before comparing, "Like the Necromancer's."

Wanda felt the reaction on Gandalf's face indicated the comparison unnerved him more than her. Their conversation was abruptly curtailed as the Hobbit they'd been discussing returned the Company. It seemed something had unnerved Bilbo as well.

"How close is the pack?" Thorin immediately demanded he report.

"Too close," Bilbo tersely gave it. "A couple of leagues, no more, but that is not the worst of it."

"Have the Wargs picked up our scent?" Dwalin guessed from experience.

Bilbo's answer provided cold comfort. "Not yet, but they will; we have another problem."

Wanda looked in the direction the Hobbit had come from. It was from picking up the faintest of thoughts.

"Something else's after us," she sensed aloud. "It's too far for me to tell what it is."

Gandalf and the Dwarves took a moment to digest this. Bilbo grabbed the opportunity to provide the details Wanda's telepathy couldn't.

"It's like a bear but much bigger," he revealed what had spooked him.

"It's getting closer," the Scarlet Witch increased the general sense of anxiety.

A number of dwarves thought it was a case of better the devil you know.

"I say we double back," Bofur argued.

"And be run down by a pack of Orcs?" Thorin rejected the idea.

Those in favour of doubling back thought the king had forgotten what the Company had in its favour.

"Even with Wanda?" Nori spoke it.

Thorin's confidant saved him from saying he'd included the Avenger in his calculations.

"And like all of us, Wanda's tired and needs a rest," Balin gave her a knowing look.

The Sokovian didn't argue with this. Unlike other Avengers, the Scarlet Witch didn't possess superhuman stamina. Her powers would be of little use if she couldn't even concentrate. The idea of rest was also at the forefront of someone else's mind.

"There is a house, it's not far from here, where we might take refuge," Gandalf heavily suggested.

In situations like this, Thorin had no time for the wizard speaking in riddles.

"Whose house?" he wearily hinted. "Are they friend or foe?"

The Grey Wizard was unruffled by Thorin's attitude.

"Neither," Gandalf enigmatically answered. "He will help us, or he will kill us."

Wanda caught a trace of his thoughts. Apparently there was some link between this host and the bear Bilbo had spotted. This compared to Thorin who released an impatient sigh. Both because of Gandalf's refusal to give a straight answer as well as being in a lose-lose situation.

"What choice do we have?" Thorin rhetorically asked.

All in the Company shuddered as a thunderous roar echoed throughout the surrounds. It occurred as Wanda remembered asking Thorin's question herself once.

"Like Pietro and I had," she dryly concluded. "None."

* * *

The Company began is umpteenth group sprint to reach the dubious sounding refuge before nightfall. Gandalf urged them on as they rushed east over long-grassed plains. The fact there was two lots of pursuers also spurred them on. Wanda sensed most dwarves were more frightened of the bear catching them. Fear turned to panic upon entering a wood of wide-armed oaks and tall elms.

An ear-splitting roar reverberated throughout the wood. More than startled, the Company stopped as one. All its members had the same thought – the bear was gaining on them. A terrified Bombur turned and looked behind.

"Bombur, come on!" Thorin urged him join everyone else in resuming flight.

The Company dashed out of the woods onto a clover-patched meadow. Wanda was surprised as anyone else as Bombur began overtaking them all at a pace Pietro would've been proud of. Just ahead was their intended refuge. A high thorn-hedge impossible to see through or scramble over surrounded a large wooden house. The only way through the hedge was a tall and broad wooden gate directly in front of them.

"Come on, get inside!" Gandalf drove the Company towards it.

Bombur didn't break stride as he sprinted through the open gate towards the front door. Gandalf and Wanda stood either side of the gate as they hurried the rest of the Company through. As she did so, Wanda noticed a goblin's severed head stuck to the gate. The Avenger assumed it had been placed there as a warning to others of its kind. A more immediate threat than goblins now revealed itself. A black furred bear of monstrous size burst of the woods in fierce pursuit. Tired or not, Wanda would never flinch to protect the Company. Gandalf's eyes widened at the red energy swirling around her fingers.

"No, Wanda!" the wizard stayed her.

Reflecting the trust she'd come to have in Gandalf, Wanda immediately terminated her planned energy blast. The pair ran towards the house instead with the bear only yards behind. They rushed passed rows of beehives with bell-shaped tops made of straw located either side of the path. Wanda only caught a glimpse of bumblebees the size of a small bird buzzing around the surrounding gardens.

The house itself was long, made of timber with a thatched roof. Bilbo and the Dwarves were bunched up under a narrow porch before the front door. The Company surged inside after Thorin raised the door's exterior bolt. They made to shut the door but were foiled as the bear's head shoved against it. The bear roared as it began pushing its way inside. Bilbo nervously withdrew his shortsword as the dwarves desperately pressed against the door to hold back their pursuer. Rather than hurt the bear, Wanda used her telekinesis to emphatically slam the door shut. The dwarves promptly barricaded it with a thick wooden beam. With the exception of Gandalf, the Company started exhaling in exhaustion and relief. They took a few moments to catch their breath before looking at the wizard.

"What is that?" Ori puffed on their behalf.

Like he did during the Company's escape from Yazneg's pack, the Grey Wizard had withheld certain facts to get it to safety.

"That is our host," Gandalf answered matter-of-fact.

Wanda blinked at the connection she earlier sensed between the host and the bear having been clarified. Bilbo and the Dwarves simply looked bewildered.

"His name is Beorn, and he's a skin-changer," Gandalf began describing their host. "Sometimes he's a huge black bear; sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with."

 _Who does that remind me of?_ Wanda sarcastically asked herself.

"However, he is not overfond of dwarves," Gandalf added.

Not surprisingly, Thorin and his followers were dismayed to hear this. What sort of refuge had Gandalf led them to? It was something Wanda was asking herself albeit for a different reason. The Company wasn't alone in the house. An assortment of livestock could be found among bundles of hay. The animals contentedly munched on their feed, indifferent to the visitors. Wanda assumed they were kept inside during the night for safety. Safety was also on Ori's mind as he peaked out a crack in the door.

"He's leaving!" he reported about the bear.

The Scarlet Witch wasn't the only who Beorn reminded of a certain Avenger. Ori had been among the dwarves who were first told about the Battle of Sokovia. Another member of that audience dreaded skin-changers were similar to Hulk.

"Come away from there!" an alarmed Dori told his brother before pulling him back. "It's not natural, none of it. He's like the Other Guy."

Wanda described Banner's power in more detail at the White Council.

"Don't be a fool," Gandalf chided Dori about the comparison. "Doctor Banner suffered a terrible accident. Beorn's under no enchantment but his own."

The Scarlet Witch started feeling uncomfortable after remembering her mind games on Banner and what had resulted. An opportunity to do some penance came in the form of Oin. She easily sensed the Dwarf's frustration at how the goblins had flattened his ear trumpet. Wanda beckoned he pass it to her. She used her telekinesis on Oin's hearing device. The metal gently unfolded like a flower blooming open. Wanda passed it back to Oin who received it with a grateful smile. Hopefully, Banner would've approved of the assistance rendered to a fellow healer.

"Alright now, get some sleep, all of you," Gandalf told the Company to rest. "You'll be safe here tonight."

As the dwarves began spreading themselves through the house, Bilbo and Wanda noticed Gandalf whisper something out of earshot.

"What did he say?" Bilbo quietly asked the telepath.

"You don't want to know," Wanda replied.

* * *

It was night and most in the house were asleep. The ones awake were some goats having a midnight snack of hay and a white mouse scampering over Beorn's chessboard and its bear-shaped pieces. Their number grew by one after Bilbo was woken by a creaking noise. It was the sound of the back door opening. The Hobbit was too scared to move or speak. He was afraid that the bear had returned. That fear was partly correct. Bilbo peaked out from under his blanket as he saw Beorn in man form for the first time. It was too dark to make out details. However, Beorn's height and powerful physique was plain to see even in the shadows.

Beorn first checked on his livestock. He softly spoke to them in series of animal noises that came across to Bilbo as language. Beorn then walked toward the sleeping Company. Bilbo promptly shut his eyes pretending to be asleep. The seconds dragged by as Beorn approached with surprising softness for a man his size. Beorn only noted the thirteen dwarves and single halfling sleeping on his floor as he walked past them. Bilbo's eyes sprang open in relief at not being found out. More importantly, none of the Company had been killed. That was until Bilbo realised not all its members were sleeping on the floor.

The Company's host entered his bedroom. Gandalf dozed while reclining in an oversized (by human standards) rocking chair. Beorn ignored the wizard as he walked up to the young woman sleeping in his bed. He gently caressed Wanda's hair with his fingertips. The Sokovian stirred but didn't wake as she dreamt about a black bear playing with its cub.

" _Beranwyn_ ," Beorn whispered in remembrance.

* * *

One of Beorn's bees landed on Bilbo's nose the following morning. The Hobbit woke with a start before shooing the bee away. He looked around to see rest of the Company was awake. Gandalf, Wanda and the Dwarves were crowded by the back door. The door was open as Beorn chopped firewood on tree stump outside. The Hobbit joined the Company as it debated the opportunity to make a discreet departure.

"Well, I say we should leg it," Nori argued in favour.

Dwalin's warrior pride came to the fore. "I'm not running from anyone, beast or no."

"Is there anything you can do, Wanda?" Fili checked with her.

The Avenger knew what she was really being asked.

"I've been in a skin-changer's mind before," she dryly began. "Trust me, it's a bad idea."

Gandalf was the only one in the Company who Wanda had told about Hulk's rampage through Johannesburg. The Grey Wizard sought to spare the Avenger from any awkward questions about it.

"There is no point in arguing," Gandalf closed the debate. "We cannot pass through the Wilderland without Beorn's help. We need fresh supplies at the very least."

The looks on the dwarves' faces indicated they knew Gandalf was right. The one exception was Bombur who was snacking on a large carrot he found in Beorn's pantry.

"So now what?" Thorin pushed the wizard to reveal his plan.

Gandalf was circumspect as ever. "We must tread very carefully. The last person to have startled him was torn to shreds."

Still feeling a bit sleepy, Bilbo's mind hadn't yet caught up with his mouth.

"He seemed alright last night," he yawned in recollection.

Everyone looked at the Hobbit. Bilbo just realised he'd inadvertently let slip about seeing Beorn in the house last night. He started doing some mental gymnastics to come up with a plausible explanation.

"Um, what I mean is," he awkwardly began. "And, um, one can't be absolutely sure given it was dark. But there's a chance that Beorn may have, er, come back inside…last night."

Gandalf rolled his eyes while the dwarves stared at Bilbo in stunned silence.

"Well I'm glad you finally shared that with us, Master Baggins!" the wizard 'thanked' him for the convoluted disclosure.

Wanda smirked as Bilbo reacted to the reprimand with a guilty but endearing sideways glance. The Scarlet Witch then moved to help him save face for not warning the Company at the time.

"The bear could've returned if Bilbo woke us all at once," she argued about last night. "If he did, we mightn't even be having this conversation."

Gandalf and the Dwarves' eyes flicked in acknowledgment that the Avenger had a point.

"Beorn didn't attack us," Wanda continued. "To me, it shows he's still making his mind up about us."

"His mind could already be made up, Wanda," Gandalf respectfully disagreed. "All he's deciding is how to express his displeasure."

Everyone knew what the wizard was hinting at.

"Then we don't risk it," Wanda countered. "Only you and I should talk to him."

The dwarves' sense of gallantry was as strong as ever.

"Are you sure you want to do that, lass?" Balin asked on their behalf.

The Sokovian nodded, privately touched by their concern.

"Beorn mightn't want us here," Wanda explained her reasoning. "We can ask to leave quietly rather than have the bear show us out."

The rest of the Company chuckled at the Sokovian's wit. Their leader also liked her sense.

"We go with Wanda's plan," Thorin announced his decision.

The Grey Wizard was well beyond impressed by Wanda's power. However, he also was pleased at her growing skills of mediation. Gandalf grimly reflected those skills could prove vital if the Company ever found itself without him.

"So be it." Gandalf acquiesced before cautioning, "Now, the rest of you, just wait here and don't come out. Also don't make any noises or anything that could attract attention."

Despite these instructions, many still had a significant worry.

"And what if the bear does come out?" Bofur spoke it.

The Scarlet Witch tried lifting spirits.

"Run like our brothers," she wryly told Bofur directly.

The dwarves shared a nervous laugh before the two negotiators stepped outside. Gandalf and Wanda walked cautiously along a narrow stone path towards their host. The latter took in the enormous backyard protected by the thorn-hedge. Several oak trees were scattered throughout. Also growing was a variety of fruit, vegetables and nuts. A wooden barn and shed were located some distance away from the house. Close to the path a pig and several chickens were having their morning feed. There was also a series of empty stables as Beorn had put his horses and ponies out to pasture for the day. Wanda's attention quickly returned to her companion.

"You're nervous," she sensed aloud.

The wizard notably shuddered as Beorn's axe split a log with a single blow.

"If you were one of the others I'd say nonsense," Gandalf had the grace to admit.

The pair stopped a couple of yards from the skin-changer whose back was turned. Daylight allowed Wanda to see more of the man than a trembling Bilbo could hours before. Beorn was nearly eight feet tall with a great beard and mass of dark hair. He was currently naked from the waist up. His muscular physique rippled as he swung a two-handed axe equal to Wanda's height in length.

"Good morning," Gandalf tried getting his attention.

Beorn seemed to ignore him as he chopped another log. Barton had told Wanda how he took the Avengers to his farmstead to recover from her mind games. Part of Wanda speculated who between Cap and Beorn would win a wood chopping contest – and if Stark's ego would also see him competing.

"Good morning!" Gandalf repeated in a sing song fashion.

Beorn stopped before resting his hands on the knob of the axe. He glanced over his right shoulder.

"Who are you?" Beorn asked in suspicion.

"I'm Gandalf, Gandalf the Grey," the wizard introduced himself with a deep bow.

"Never heard of him," Beorn tersely growled.

Gandalf wasn't the only one who swallowed a nervous lump. With the back door open, the Company inside the house could hear every word of the negotiations. Wanda's telepathy indicated several of the dwarves feared the negotiations had already failed.

"I'm a Wizard," Gandalf said hoping Beorn might be familiar with others. "Perhaps you've heard of my colleague Radagast the Brown? He resides in the southern borders of Mirkwood."

Beorn made no reply as he finally turned around. His gaze immediately fell on Wanda. The seconds dragged by as he continued looking at the Sokovian.

"You've, um, probably never heard of my friend here," Gandalf awkwardly made introductions. "This is Wanda…Wanda Maximoff, the Scarlet Witch."

Gandalf held his breath as Beorn stepped towards the Avenger. Wanda remained calm. She could sense enough of Beorn's thoughts to know he didn't plan harming her. The skin-changer's eyes seemed to carry a great sadness. The reason why, as well as his reaction to Wanda, was immediately revealed.

"I once had a daughter," Beorn softly told her.

The backyard suddenly sounded to a loud and deep bark. A large grey-coated hound emerged from behind a tree and strode straight up to Wanda. She immediately began patting the dog after sensing its intentions.

"Good boy!" she whispered in greeting to which the hound happily wagged its tail.

The dog's name was quickly revealed.

"Geri normally dislikes strangers more than I do," Beorn reflected aloud. "He once bit off the hand of someone who'd broke into my pantry."

Bombur instantly tossed away what was left of his carrot. Wanda peered into Geri's thoughts to try and get a better understanding of his master. It seemed Banner and Beorn had something else in common besides the obvious. Beorn was a vegetarian, not eating his livestock or even wild game. Beorn's animals were the closest he had to a family. Given that, the fearsome way he protected his home was understandable. Hardly any other race refrained from eating meat. Beorn knew one race had a particularly strong taste for it.

"Those dwarves in my house," he put to Gandalf. Beorn's grip tightened around his axe before asking, "They're not with you are they?"

"Oh, I'm not their leader if that's what you mean," Gandalf ambiguously replied.

The goblin's head on the front gate gave Wanda an idea.

"They were prisoners in Goblin-town," she played on Beorn disliking Goblins more than Dwarves. "Gandalf and I rescued them just in time."

The skin-changer's eyes narrowed as he considered this a few moments.

"I think I believe you." Beorn rumbled. "Why else would you go near goblins?" His eyes widened as he sincerely told Wanda, "Dwarves can be quite stupid you know."

"You are absolutely correct," Gandalf agreed.

Wanda stopped herself from laughing. Her telepathy told her the dwarves were more outraged by Gandalf's _faux pas_ than Beorn's original observation. She gave the wizard a telepathic hint.

"Er, I mean about going near goblins," Gandalf quickly clarified his remarks. "I must say we had a rather bad time of it going through the mountains."

"And why were you travelling through the mountains?" Beorn immediately asked.

Wanda recalled how Elrond found out the Company's true objective. Beorn's reaction in the same situation would probably have been far less sanguine. If Beorn helped the Company like Gandalf said, it couldn't be ruled out he could suffer reprisals from Azog's forces. Beorn had the strength to ward off attacks on his person. His home and livestock were much more vulnerable. If the Company needed the skin-changer's help, it was only fair he was told the full risks of doing so. The Scarlet Witch would later apologise to Thorin for usurping his prerogative.

"We're heading to Erebor," Wanda unflinchingly declared. "The dwarves are going to retake their home."

Beorn's expression was calm and collected. Everyone held their breath as Beorn considered whether to allow the Company to stay or not. The Scarlet Witch's honesty and mention of home ultimately swung his decision.

"Your company may rest here," Beorn said to the pair. "I shall speak to you all later."

Beorn promptly turned his back and resumed chopping wood. Gandalf complimented Wanda with a wink on her diplomacy. They were just about to head back inside when Beorn remembered something. It seemed Wanda's latest title was catching on.

"Wanda the Scarlet," Beorn addressed her. "Geri will accompany you during your stay. Any dwarf who bothers you shall be quickly taught some manners."

Inside the house, the dwarves exchanged troubled looks after hearing this 'offer' to Wanda. The prospect of being ripped apart by Geri was only slightly less frightening than by Beorn. This compared to Bilbo who remembered his first encounter with Dwarven manners.

"If only I had Geri at Bag End," the Hobbit muttered.

* * *

Azog immediately led his pack to Dol Guldur as soon as he received the Necromancer's summons. They'd been on the outskirts of Beorn's house when the Company spent its first night there. It was too dangerous to attack their sleeping prey with the bear patrolling the perimeter. Worse, inside the house lay a threat greater than any posed by a skin-changer. Azog planned to attack the Company when it was on the road again. Those plans had now been put on hold.

The Necromancer had cast a spell of concealment over Dol Guldur to create the illusion it was still abandoned. Behind the sorcerous curtain, however, the ruined fortress was a hive of activity. The number of evil creatures answering the Necromancer's call to arms kept increasing by the day. Forges worked overtime to create armour and weapons. Siege machines were being constructed in large foundries. And being conducted in the most secluded part of Dol Guldur was a series of sorcerous experiments.

None of the above activities mattered to Azog as he and his entourage made their way through the fortress. The Pale Orc was seething on a number levels. Having to call off his hunt of Oakenshield was the main one. That he'd been only seconds from claiming Thorin's head when stopped by a halfling. The Warg Matron being killed by the same halfling added insult to injury. Topping it all off was the emergence of a powerful new enemy.

Azog was certain he would've destroyed the Company without its magical protector. And he wasn't thinking of Gandalf who he had no fear of. Much to his disgust, the Defiler felt a tiny shred of sympathy for Luzbodh after witnessing first-hand the magic of the reputed 'Scarlet Witch'. Her red energies easily destroyed so many orcs and wargs. Those same energies could also form a near-impervious defence. It seemed she could levitate people and objects as well as manipulate fire. Shagzo's report also indicated the witch had the ability to read and control thoughts like the accursed Lady of Light. In spite of the Necromancer's device, Azog felt his master had left him woefully unprepared to face the Scarlet Witch. It was something he intended giving the Necromancer a piece of his mind.

The Pale Orc stood alone on the raised walkway where his master held audiences. The Necromancer appeared in his usual black cloudy form. Azog was proud how he never bowed and scrapped like other minions did. His master saw the Defiler's resolve as the type one would expect from a petulant child.

"WE GROW IN NUMBER," the Necromancer said about the build-up of forces with Dol Guldur. "WE GROW IN STRENGTH. YOU WILL HELP LEAD MY ARMIES."

The Pale Orc bristled at having to remain at Dol Guldur to oversee preparations for the planned campaign.

"What of Oakenshield?" Azog demanded about what mattered most to him. "You promised me his head!"

The Necromancer allowed himself a moment of dark amusement. Such was his obsession about Oakenshield; Azog had completely overlooked the significance of what he'd just been told. The Dark Lord swirled on the walkway in front of him.

"WAR IS COMING," the Necromancer concluded their audience. "YOU WILL OBEY MY LIEUTENANT'S COMMANDS."

The penny now dropped for the Pale Orc. The Necromancer had unilaterally changed the terms of their alliance. The worse thing was there was little the Defiler could do about it.

" _I command your armies!_ " Azog screamed in protest and reminder.

The Necromancer didn't say a word. His cloudy form dissipated unveiling his most powerful servant. Standing on the walkway where the Necromancer had been was his Lieutenant. Azog frowned at the individual he hadn't seen nor heard of until now. The Lieutenant stood eight-foot tall covered in ebony-coloured plate armour from head to toe. A pair of red glowing eyes dotted his skull-like helm. Azog wasn't surprised the Lieutenant spoke with a sonorous voice nor even that he preferred speaking in the Common Tongue. What did surprise was what the Lieutenant first chose to say.

"Nice arm," he casually remarked of Azog's metal claw.

The Pale Orc's jaw clenched with rage. The only thing worse than being demoted was now having to report to an impertinent superior. He sharply pointed at the Lieutenant with his severed limb.

"An arm that has been the end of many!" Azog angrily threatened.

"I was just trying to be friendly," the Lieutenant reacted with mild exasperation. "But if it's an alpha male display you're after – "

The Lieutenant pointed his right fingers at the Defiler. Streams of green sorcerous energy instantly shot out of them at Azog's chest. The Pale Orc released a cry of pain as he fell flat on his back after being hit. The pain worsened as the Lieutenant's boot pinned him to the ground. Azog prided himself on his immense physical strength. Right now he could barely raise his mace such was the downward force pressing against his chest. There was only one course of action open to the Defiler under the circumstances.

"Who…are…you?" Azog winced out the question.

The Lieutenant brought down his face to within inches of Azog's. His voice dripped with cynicism and threat.

"I got a peerage as part of signing on here," the Lieutenant sneered. "It's _Lord_ Ultron."

* * *

 **[** **Pun Alert** **] You didn't see that coming? If readers did, my thanks for not posting spoilers in the reviews.**

 **So why is 'Junior' in this crossover? I've said before there's little point bringing the Avengers to Middle-earth and not challenging them once they get there. I also want to experiment with having an MCU villain under the Necromancer's command. Given Ultron doesn't like being controlled, there's plenty of potential leadership tensions within the forces of darkness. How Ultron got to Middle-earth and what he may have shared with the Dark Lord will be revealed in later chapters.**

 **I've done my own spin on the Company's arrival at Beorn's home. Partly because of Wanda's presence, but more to incorporate some elements from the book. For example, Geri's a nod to the dogs – even if I don't have him walking on his hind legs. And the name is from one of Odin's pet wolves from Norse Mythology (no sign of them in Earth-199999 though).**

 **Beorn having a daughter is my own plot device. Taken from Middle-earth name generators; Beranwyn means 'Bear-Joy'.**


	13. Going it Alone

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

16/09/2016

 **ZabuzasGirl** : One reason is I wanting him to raise hell in Middle-earth.

 **Omegashark18** : I thought Ultron in ebony as a contrast to the Pale Orc.

 **zombie-hunt** : It'd be unoriginal of me to use Fury's response when Cap said SOB ;)

 **Dan man** : I was tempted to slip in a Goldilocks reference. Alas, everyone's favourite billionaire wasn't there to make it. I can also imagine a certain raccoon among the bounty hunters gathered on the _Executor_ – VADER: No disintegrations. ROCKET: Will you take them back minus an arm?

 **Anonymous** : There shall be an obvious SL cameo in a later chapter.

* * *

 **Chapter 13 – Going it Alone**

After revealing his identity, Ultron kept pinning Azog to the ground for a few moments more. It was so the Defiler and every other orc knew just how much they were under the automaton's symbolic boot as well. The message instantly started filtering down the ranks. Through the walkway's arch, Azog's entourage had witnessed every moment and word of his audience. None of them felt a shred of perverse joy at Azog having to suffer as a subordinate for once. Until now, they imagined it impossible to have a more terrifying superior than the Pale Orc. None of them dared joined the pair on the walkway.

"Now then," Ultron eventually broke the tense silence. "Let's get in that kid of yours."

The Lieutenant lifted his boot as he walked over the Pale Orc. Azog lay on the ground in his wake, wheezing in pain. The pain was as much from wounded pride at how easily Ultron had bested him. Not even losing his arm to Oakenshield had been as humiliating. The Pale Orc was also baffled by Ultron's remark. Since when did Azog the Defiler own a young goat? The answer resulted in further humiliation.

"Bolg!" Ultron called out.

An Orc blind in the left eye instantly strode on to the walkway. Bolg towered over seven-feet tall and possessed a powerful muscular frame. His heavily scarred albino skin included iron plates embedded in his skull and chest. Bolg's personal weapon of choice was a two-handed mace resembling a sharp spinal column. There was no coincidence about Bolg's appearance nor that he'd been the one sent to recall Azog's pack. For Bolg was the spawn of the Defiler and was every bit as bloodthirsty, cruel and vain. They were qualities their new superior commenced playing on after Bolg stopped in front of him.

"We've got something in common," Ultron girded the new arrival. "We can do a better job than our old man."

Azog had just gotten back on his feet. He choked with rage at how Bolg lapped up Ultron's flattery with an ugly grin. Ultron had calculated his words to produce such responses. He didn't believe Azog and Bolg posed any real threat to him. But Ultron wanted to keep them at each other's throats just to be sure. Part of the automaton only wished he could've had the same opportunity with Howard and Tony Stark.

"You up for killing Oakenshield?" Ultron knowingly put to Bolg.

Bolg's grin widened further.

"Good," Ultron read the body language. "I'll even throw in a new weapon of mine."

Azog tried clawing back a piece of his lost authority.

"What weapon?" he growled.

Ultron turned around and faced him. One thing the Necromancer had charged his Lieutenant with was devising new weapons. Not surprisingly, the sphere to counter the Scarlet Witch had been developed with heavy input from the automaton. Ultron had created other weapons much earlier though. The one Bolg would be taking hadn't yet been tried in combat. Its inventor was still more than confident it would prove effective. The reason why was lost on Azog.

"I got the idea from God's righteous man," Ultron described it.

* * *

Beorn absented himself an hour after speaking to Gandalf and Wanda. The Sokovian sensed the skin-changer had left to scout the eastern surrounds. Given his movements the previous night, it was highly unlikely Beorn would return before dark. It was the Company's unanimous opinion to take a much-needed rest until he rejoined them.

Gandalf sat on a bench outside as he contently blew smoke rings from his pipe. The rest of the Company went to bathe at a nearby stream. Thorin believed safety lay in numbers even though the stream was only half a mile away. Geri faithfully remained at Wanda's side as the group walked towards it. Much to the dwarves' relief, the hound only gave them a wary look along the journey.

The Scarlet Witch bathed first. The others initially sat fifty yards away with backs turned to give her privacy. Geri, who sat on the bank of the stream closest to Wanda, still didn't think they were far enough. Bilbo and the Dwarves quickly doubled their distance after hearing an ominous snarl from behind. They exchanged places with the Avenger after she'd finished. Bilbo discreetly washed himself as the dwarves engaged in horseplay. Wanda gently stroked her canine protector while waiting. Life had prevented her from ever having a pet. She quietly mused if Rivendell or Avengers Tower had the tighter ownership restrictions.

The bathers returned to Beorn's house at noon. Geri didn't leave Wanda even after she'd retired for the evening. The hound curled up at the foot of his master's bed as the Sokovian slept in it for a consecutive night. Gandalf was the only guest still awake when their host finally returned around midnight. Beorn had just started describing what he'd scouted during the day when Bilbo joined them. The Grey Wizard quickly introduced him as being of good family and unimpeachable reputation. As if showing Beorn this was the case, the Hobbit apologised for the intrusion saying he'd been unable to sleep. Gandalf refrained from asking why given his suspicions about the 'voice' Wanda had mentioned.

Beorn finally met the whole Company the following morning. He wore a woollen coat as he served them breakfast in his kitchen. Thorin, Balin and Gandalf stood while the remaining guests sat on benches at a long wooden table. Breakfast comprised of produce from Beorn's homestead – warm bread, honey, butter, cheese, cream, fruit and nuts. Beorn went around the table with a pitcher of milk. At Gandalf's behest, each dwarf told Beorn their name as he filled their mug. The skin-changer merely noted them. After filling Fili's mug, Beorn spoke to the Dwarf whose name interested him the most.

"So you are the one they call Oakenshield," he spoke to Thorin. "Tell me, why is Azog the Defiler hunting you?"

The Dwarf King blinked in surprise at the revelation. It was also an opportunity to get more information about the Pale Orc.

"You know of Azog?" Thorin queried in response. "How?"

Beorn slowly began walking to his own chair. "My people were the first to live in the mountains, before the Orcs came down from the north. The Defiler killed most of my family, but some he enslaved."

Sitting next to each other, Bilbo and Wanda spotted the remnants of an iron manacle around Beorn's wrist.

"Not for work, you understand, but for sport," Beorn continued his narrative. "Caging skin-changers and torturing them seemed to amuse him."

Beorn's calm and collected exterior masked his true feelings to all but one of the Company. Wanda's telepathy was instantly hit by a wave of strong emotion.

 _Beorn was chained to a cavern wall overlooking a large pit. Azog and his minions were gathered around the opposite side. A blood sport was taking place in the pit similar to those the Romans held in the Colosseum. Beorn could only look on in anguish as a bear, his daughter, was matched against a pack of wargs. Beranwyn bravely killed a pair of wargs but was soon overwhelmed by numbers. Beorn's daughter was ripped apart to the sound of Azog's cruel laughter._

"There are others like you?" Bilbo asked.

The question brought Wanda back to the here and now.

"Once, there were many," Beorn answered.

"And now?" the Hobbit followed up.

Beorn paused before answering, "Now, there is only one."

The Dwarves, Bilbo and Gandalf looked on in silence as Beorn sat in his chair. Their feelings towards their host were predominantly sympathy and empathy. It wasn't just Durin's Folk who'd suffered at the hands of the Pale Orc. This compared to Wanda who felt nothing but righteous anger as a result of the memories she'd seen. The Avengers were supposed to fight the battles others never could. Beorn had been prevented from saving his daughter. The Scarlet Witch resolved that, the next time she crossed paths with Azog, Beranwyn would be avenged instead. The Avenger wasn't far from Beorn's mind as he changed the topic of conversation.

"Wanda the Scarlet said you need to reach the mountain?" Beorn put to the Company.

"Before Durin's Day falls, yes," Gandalf quickly confirmed.

Beorn was familiar with the date.

"The last days of autumn are closing in," he observed. "You are running out of time."

"Which is why we must go through Mirkwood," Gandalf spoke their only choice under the circumstances.

Their host believed that was even less wise than going near goblins. Radagast wasn't the only one aware of the recent stirrings within Mirkwood.

"A darkness lies upon that forest," Beorn repeated what the Brown Wizard had found. "Fell things creep beneath those trees. There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need."

Unlike Gandalf and Wanda, the rest of the Company had barely given the Necromancer a second thought. However, they didn't doubt the rumours about him being an evil and powerful sorcerer. Beorn's news about the Necromancer being in league with Azog meant they had two dangerous enemies to worry about. Even Gandalf thought avoidance was the Company's best strategy.

"We will take the Elf-path to the north," the wizard specified their route. "That way is still safe."

"Safe?" Beorn challenged the assumption. "The Wood-elves of Mirkwood are not like their kin. They're less wise and more dangerous."

Wanda immediately glanced at Elven ring. She wondered if Wood-elves were among those who Elrond said might be suspicious of her. Though the Company faced peril before they even got to Mirkwood.

"But it matters not," Beorn began to raise it.

"What do you mean?" Thorin warily asked.

The skin-changer repeated what he told Gandalf and Bilbo last night.

"These lands are crawling with Orcs," Beorn spoke about what lay in their path. "Their numbers are growing, and you are on foot. You will never reach the forest alive."

Thorin was visibly shocked by the news. Despite the Company's best efforts, Azog must've known about their quest for quite some time. Possibly even before Thorin and his followers had departed the Blue Mountains. Who knew full extent of forces the Pale Orc had time to prepare and deploy? Worse, as demonstrated on the outcropping, the Necromancer's aid to Azog balanced what advantage the Company had with Gandalf and Wanda. Thorin's silent analysing ended when Beorn stood up.

"I don't like dwarves," Beorn reiterated before walking toward Thorin. "They're greedy and blind, blind to the lives of those they deem lesser than their own."

As if underlining the point, Beorn gently picked up a white mouse from the table that Bofur had brushed off his sleeve. None of the dwarves thought it was a good idea to argue with their host as he continued approaching Thorin. The Dwarf King resolutely crossed his arms when the skin-changer stopped in front of him. Only Wanda knew the true depth of feeling and sincerity behind Beorn's next words.

"But Orcs I hate more!" He growled bear-like before asking Thorin, "What do you need?"

* * *

Beorn ended up aiding the Company and more. As Gandalf had earlier hoped, Beorn spent the next few hours preparing them supplies to last their journey through the forest. Food packed for easy carrying included nuts, flour, sealed jars of dried fruits, earthenware pots of honey, and twice-baked cakes that would keep a long time. Waterskins were included that could be filled at streams and springs along the way. Kili was also no longer the only one in the Company armed with a bow. Thorin and several others were also supplied with one along with a full quiver of arrows. Beorn said they shouldn't waste them hunting game – they'd need every single arrow if attacked by Giant Spiders.

The Company busied itself all that morning readying to depart. Wanda packed several of Beorn's honey cakes into her shoulder bag. The Sokovian was quietly grateful to have something else to eat on the road besides _lembas_. Wanting to show her appreciation (but keeping secret the memory she'd sensed), Wanda privately offered to remove Beorn's manacle. The Scarlet Witch more than understood the skin-changer's response to her offer.

"Not until the Defiler is dead," Beorn declined it.

The Company lunched with their host before being ready to depart in the early afternoon. It was here that Beorn provided arguably his most crucial bit of assistance. To outrun the Orcs, the Company had been given a horse and ponies to reach the Elf-path as quickly as possible. Unlike the previous time the Company was mounted, Gandalf and Wanda weren't the only ones who'd be sharing a ride. A number of the dwarves had to double up given Beorn didn't have enough ponies for each of them. In a sign he was no longer the same Hobbit who left the Shire, Bilbo didn't think twice about riding a pony alone.

Gandalf and Beorn had a last minute private conversation as the others began mounting their steeds. Wanda opted to wait on the wizard before mounting their horse. She took the opportunity to farewell her close companion of the last two days.

"Be a good boy and look after Beorn," Wanda whispered as she stroked Geri a final time.

As if in understanding, the hound wagged his tail before releasing a happy bark. Several of the dwarves gave a quiet sigh of relief as Geri rushed back to his master. They considered it a small miracle that Wanda's jealous guardian hadn't bitten them during their stay. Wanda held the horse's reins as everyone impatiently waited her fellow rider. The Grey Wizard and Beorn were still in deep conversation.

"Gandalf, time is wasting," Thorin called out for him to get moving.

The wizard raised a hand in acknowledgment as he answered a final question of Beorn's. It was then that Wanda's telepathy heard a voice both familiar and unwelcome.

 _Time is wasting for you to get home, Wanda Maximoff._

No one saw Wanda's eyes widen in shock. Despite being aware of the possibility, the evil voice's return still caught her off-guard. Particularly because of it playing on a deep seated fear of hers. Wanda decided to force the issue. She walked over to Bilbo who had just mounted his pony.

"What happened to you in the Goblin tunnels?" she asked directly.

Bilbo was both puzzled and troubled by his friend's question. While walking back to Beorn's place from the stream, Fili again asked Bilbo how he'd managed to get past the Goblins. The Hobbit told Wanda and the dwarves the same story he'd told Gandalf.

"Like I said," Bilbo cautiously answered. "I was lost and luckily found a way out."

The Scarlet Witch felt no small amount of guilt at having to indirectly lie. She arched a 'knowing' eyebrow at the Hobbit.

"That's not all that happened was it?" Wanda pointedly followed up.

The Sokovian's bluff seemed to work as Bilbo's nose twitched awkwardly in response. As far as the Hobbit knew, Wanda could still read his mind. But there was something about what he'd found in the mountain's depths. Something that told him the Scarlet Witch was incapable of sensing the whole truth. The Hobbit next words represented an uneasy compromise between his conscience and what he'd claimed for his own.

"I was going to tell you; I...found something else," Bilbo shakily admitted.

On tenterhooks, Wanda simply gave an encouraging nod. Bilbo was silent several more seconds before finally responding.

"My courage," he revealed with a restrained smile.

Wanda didn't believe Bilbo was lying but nor was he telling the whole truth. There was something worse than not being able to read her friend's mind. It was even worse than the evil voice. Before Goblin-town, Wanda felt she had nothing but the Hobbit's fullest trust. So why wasn't Bilbo confiding in her (or anyone for that matter) about his time there? Did the evil voice indicate whatever Bilbo found now had some sort of control over him? Wanda's uneasy speculating was suddenly interrupted.

"Well, that's good," Gandalf happily commended the Hobbit.

Having finished speaking to Beorn, the wizard approached Wanda to mount their horse. Gandalf overheard the tail end of her conversation with Bilbo. Gandalf had little doubt what the Avenger had really been quizzing the halfling about. Unfortunately, the Company had more immediate concerns.

"You'll need it," Gandalf warned the Hobbit in conclusion.

The Grey Wizard promptly headed to Beorn's horse. It was also a signal for the Scarlet Witch to join him. The Company needed to get moving while it still had the light. The mystery behind what happen to Bilbo in Goblin-town would again have to wait. As she mounted behind Gandalf, Wanda only hoped the mystery didn't further wedge her and Bilbo apart.

* * *

The Company rode hard over the next four days to reach the forest-gate. They didn't just drive their borrowed mounts to avoid orcs and wargs. A chill mist every morning indicated it was only weeks before autumn turned into winter. Fortunately, the Company's journey over grassy hills and plains was largely devoid of incident. They saw nothing save flowers, birds, scattered trees, and occasionally small herds of red deer browsing or sitting at noon in the shade. Some of the dwarves were keen to again feast on venison. That was until Gandalf repeated Beorn's warning about their limited supply of arrows.

They woke just before dawn on the final day of their journey. The Company filled their waterskins at a clear spring close-by before riding Beorn's steeds a final time. As soon as it was light, they saw on the eastern horizon Mirkwood's seemingly endless expanses. Wanda's initial impression of the infamous forest was it resembling a black and frowning wall. The land began sloping upward as an uncomfortable silence started drawing in on the surrounds. There was no sight or sound of birds or deer like over the previous three days. It seemed nature itself shunned Mirkwood as the grass become dry and devoid of flowers. By afternoon, the Company finally reached their destination. They halted before the eaves of the forest. Gandalf and Wanda were the only ones who dismounted. The former walked towards the forest as the later held the reins of their mount. The wizard quickly found an ancient archway overrun by wild plant growth.

"The Elven Gate." Gandalf whispered the discovery to himself before calling out, "Here lies our path through Mirkwood."

The dwarves thought it was a further sign luck was on their side.

"No sign of the Orcs," Dwalin cheerily observed before noticing how that caused Wanda to look at him. "Don't worry, lass," he wryly assured her. "I know you don't like us tempting fate."

Even Wanda chuckled at Dwalin's attempt to raise spirits. As the rest of the Company began dismounting, they were unaware they'd been tracked by something other than Orcs. Gandalf noticed a huge black bear looking down on them from a distant ridge. Obviously, Beorn wanted to be sure the Company upheld their end of the bargain about using his steeds.

"Set the ponies loose," Gandalf loudly commanded. "Let them return to their master."

The dwarves and Bilbo didn't argue as they immediately began taking their supplies off the ponies. The Scarlet Witch assumed Gandalf was going to set loose their mount himself. She gently soothed the horse as it shuffled restless on the spot, as if hinting its riders to hurry up. It wasn't hard to guess the reason why. Mirkwood felt even more sinister to Wanda close-up than at distance. Nothing about its trees could be described as green or healthy. Their trunks were huge and gnarled, their branches twisted, and their leaves were dark and long. Ivy grew on them and trailed along the ground. And not even the forests of the Trollshaws possessed such a malicious aura. Wanda wasn't alone in her perceptions of Mirkwood.

"This forest feels...sick, as if a disease lies upon it," Bilbo observed as he walked towards it. The aura was enough for him to question going through the forest at all. "Is there no way around?"

"Not unless we go two hundred miles north, or twice that distance south," Gandalf ruled out the option.

The wizard then ventured slightly more into the forest to examine an ancient Elven statue covered in vines. Bilbo frowned in contemplation as he discreetly reached into his pocket. The dwarves meanwhile finished unpacking and let the ponies loose. As the herd bolted towards their master for safety, one Dwarf reflected on what Gandalf had last said.

"If only we weren't running out of time," Ori indicated he shared Bilbo's concerns.

The young Dwarf's innocence had taken a battering along this quest. Wanda listened as that innocence now received its latest blow.

"There are no safe paths in this part of the world, lad," Balin regretfully told Ori. "To the north are the Grey Mountains which are stiff with goblins, hobgoblins and orcs of the worst description. Going south brings us close to Dol Guldur and the gaze of the Necromancer."

Everyone shuddered as Wanda unexpectedly gave a cry of pain. She sunk to her knees while grasping her head. The whole Company immediately rushed to her aid. Nori grasped the horse's reins as it threatened to join the ponies. The rest of the Company was solely concerned about their witch. Bofur and Fili held Wanda in support as Oin fulfilled his duty as healer.

"What's wrong, lass?" Oin asked on everyone's behalf.

The Scarlet Witch took several moments to answer.

"I felt a sharp pain in my head," she winced in response. "And…And for a moment I thought I saw…"

"Saw what?" Fili gently encouraged as she hesitated.

The Avenger took a deep steadying breath before revealing what had both pained and scared her.

"An eye," Wanda shakily described it. "A red, flaming eye."

Reactions varied among the gathered. A troubled Bilbo chose not to say he saw the same thing at the moment Wanda screamed. Standing at the back, Gandalf could only think of what had been graffitied on the Elven statue. Most of the dwarves could only exchange uncertain looks. While concerned about the Scarlet Witch, the Company's leader also knew they were in no position to allow her to rest.

"Can you move, Wanda?" Thorin asked her as sensitively as possible.

"I'm alright," she nodded as the pain began receding.

The dwarves helped the Sokovian get back on her feet. The bulk of the Company gave a sigh of relief at her quick recovery. Gandalf wasn't one of them. Given what happened to Wanda, what the wizard needed to do now felt all the more difficult.

"Not my horse!" Gandalf halted Nori unsaddling it. "I need it."

Wanda was dismayed as anyone to hear this. Also, unlike the Trollshaws, Gandalf hadn't asked her to join him.

"You're not leaving us?" Bilbo spoke for the whole Company.

"I would not do this unless I had to," Gandalf tried assuring them. "I'll be waiting for you at the overlook, before the slopes of Erebor." He momentarily stopped before firmly counselling Thorin, "Keep the map and key safe. Do not enter that mountain without me."

Thorin and Balin shared a wary look as the wizard reached his steed. Gandalf segued to inform the Company of the risks on the immediate leg of its journey to Erebor.

"There is a stream in the woods that carries a dark enchantment," he told them. "Do not touch the water. Cross only by the stone bridge. The very air of the forest is heavy with illusion. It will seek to enter your mind and lead you astray."

Many eyes immediately turned to the Scarlet Witch.

"Yes," Gandalf confirmed why he was leaving her behind. "Wanda will be your only defence."

The Hobbit was still unsure what Gandalf was exactly alluding to.

"Only defence?" Bilbo he quietly asked aloud. "What does he mean by that?"

Wanda looked at Mirkwood and cautiously probed its aura with her telepathy.

"It will first try and get us lost," she reported her eyes not leaving the forest. "Then it will kill us."

The Company digested this as it began to lightly rain. What the Avenger had sensed made several Dwarves more anxious than it had Bilbo. Durin's Folk had little love for most woods – if only because Elves preferred residing in them. The fact a realm of Wood-elves was located within Mirkwood was bad enough. But a forest consciously trying to kill them represented a whole new level of dread. Meanwhile, Gandalf had mounted his horse. He concluded addressing the Company with his most important key message.

"You must stay on the path; do not leave it," he stressed and warned. "If you do, you will never find it again."

Gandalf wheeled his horse around as he made to ride away. The Scarlet Witch looked at him as she momentarily caught his thoughts. Galadriel had been in telepathic contact with the wizard only minutes ago. The snippet Wanda heard was almost as confronting to her as the flaming eye. With Gandalf's back turned, the Avenger initiated a mental conversation of her own.

 _You're going to find out about the Witch-king aren't you?_ Wanda put to the wizard.

Gandalf remembered proceedings at the White Council as he refrained from turning around. His answer to Wanda was both confirmation and plea.

 _Do not tell_ _anyone_. Gandalf intoned. _The Necromancer has spies everywhere._

Wanda would honour the request. She thought there was something else the wizard might not be aware of.

 _Thorin won't wait for you to enter the mountain_. Wanda reported what she'd sensed moments ago.

The Grey Wizard briefly closed his eyes in regret as he recalled the pair's journey along the High Pass. Gandalf told Wanda he might ask a great more of her than he first thought. The wizard had sincerely hoped his suspicions about the Necromancer were wrong, allowing him to remain with the others all the way to Erebor. As Galadriel had just implied to him, however, the Wise could no longer ignore a greater threat than Smaug. It meant asking the Scarlet Witch to protect the Company despite her still having little knowledge about what lay ahead. One particular burden was shaping up to be the heaviest.

 _Then make sure Bilbo does not go in alone._ Gandalf stonily referred to it.

Wanda was prevented from asking further questions. Gandalf spurred his horse forward in case the rest of the Company started getting suspicious about the delay. The wizard also tried preventing suspicions by repeating his last piece of the advice to the whole group.

"No matter what may come, stay on the path!" Gandalf urged them as he galloped away to the south.

The wizard soon disappeared from their sight. Gandalf chose the Elf-path as the Company's way through Mirkwood. Only now, they had to traverse it without him.

"Come on," Thorin began rallying them. "We must reach the mountain before the sun sets on Durin's Day."

"Durin's Day," Dwalin backed up his king. "Let's go!"

The Company began walking towards the Elven Gate. While their relationship still couldn't be called 'close', Wanda had grown to respect Thorin. The Dwarf King's ability to lead and motivate would impress even Captain America. Thorin kept demonstrating it by putting the unwanted journey through Mirkwood in its wider context.

"This is our one chance to find the hidden door," he focused attention on the ultimate objective. Thorin also showed the Sokovian's respect was mutual. "Gandalf isn't here. But we still have Wanda. She hasn't failed us yet."

Thorin smiled as the Scarlet Witch gave him an appreciative nod. The pair and the rest of the Company then plunged into the forest.

* * *

The Necromancer wanted advanced weapons to deploy against the Free Peoples. The research required was unlike any his Lieutenant had undertaken. Prior to Middle-earth, Ultron had greater intellectual contempt for alchemy and sorcery than he did for SHIELD's use of vibranium. Ultron quickly changed to his creator's view that magic was just science not understood. Under the Necromancer's tutelage, his Lieutenant had become a master of the dark arts. Ultron's genius-level intellect saw him grow in knowledge and power more rapidly than any servant of the Necromancer had before. One such servant now witnessed that genius at work for the first time.

Azog entered a huge chamber within the deepest bowels of Dol Guldur. It was where Ultron conducted his research. The Necromancer had assigned a considerable company of Orc labourers as his assistants. His Lieutenant also had the authority to conscript others to the task. Azog had been delegated to organise conventional supplies for the Necromancer's armies. To say the Pale Orc felt the task was beneath him was an understatement.

The materials and experiments placed throughout the chamber made little sense to Azog on the way to deliver his report. One bench had vials of black and green liquids as well as traces of a white paste. Various metal castings and rods seemed to be waiting assembly. A sizeable pile of musty bones had been gathered from the countless gibbets dotting Dol Guldur. Close to the bones was a large stone pillar marked by runes with an eerie blue glow. There was also a small tray of diamond dust placed on a table. Ultron's back was turned when Azog finally reached him. The Lieutenant was addressing a group of labourers carrying bundles of Great Spider webs.

"Just pile them over there," Ultron directed them to a corner.

Azog delivered his report as the orcs complied. It contained a transparent dig at his new superior.

"The forges have slackened since I was last here, Lord Ultron," Azog smugly observed. "I've now got them working harder than ever."

The automaton believed it beneath him to again use force against displays of impertinence. It was more fun using Earth idioms to both insult and confuse the Defiler.

"Congratulations," Ultron aridly praised him. "Be sure to mention it at your performance review."

Azog released an uncertain snarl as the robot picked up a small cask.

"Get this to the Lonely Mountain by bat," Ultron passed it to an attending orc. "Smaug will know what to do with it."

The Pale Orc didn't know the automaton was in contact with the dragon. But he was angrier about how things were being run in Dol Guldur. Azog was the one organising logistics for the campaign while Ultron was wasting time playing wizard.

"Why are you bothering with potions and webs?" the Defiler demanded to know. "Our armies need armour and weapons."

The Lieutenant released an annoyed sigh before facing the Pale Orc.

"Perhaps you didn't get the memo when Wanda kicked your ass?" Ultron ridiculed his opinion. "We'll need more than swords to stop her."

Azog would normally kill on the spot anyone who mocked his military competence. Seeing that wasn't an option here; he instead taunted Ultron to put up or shut up.

"And what you've given Bolg will?" the Pale Orc half-scoffed.

The Necromancer had so far been pleased by the results of Ultron's research. He'd also underestimated his Lieutenant's learning capacity and ambition. For even the Necromancer was unaware about the most powerful weapon the automaton was developing.

"That?" Ultron darkly chuckled at what he'd given Bolg. "That's just me winding up."

* * *

 **Earlier chapters have hinted at it. But I'd always planned for Wanda to go into Mirkwood. Like Bilbo, her next growth stage requires Gandalf's absence.**

 **I've used a fair bit of material from the book in this chapter such as Beorn's supplies. I want to enrich this crossover where possible with details the film trilogy was unable include or merely hint at.**

 **And it might be a while before our friends learn of Ultron's presence. If only because I'm a fan of Alfred Hitchcock's 'bomb under the table' parable about the difference between surprise and suspense.**


	14. Wanda Entangled

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

26/10/2016

My apologies to readers for the delay in chapters. Unfortunately, I was hit with a combination of ill health, a change of jobs, and IT troubles. I intend to update more regularly now those things are behind me.

 **Steve993** : I couldn't imagine Azog happy about being demoted. And Ultron's attitude would only make it worse.

 **Avengers Fan** : I'm almost certain Bruce won't be appearing. If only because the _Ragnarok_ teaser trailer indicates he and Thor seem to be enjoying their break Down Under.

 **Omegashark18** : Like Saruman, Ultron's a fun villain to write. And like what I said of Sir Christopher Lee; my portrayal of Ultron will always be a poor reflection of James Spader's.

* * *

 **Chapter 14 – Wanda Entangled**

On the journey from Beorn's house, Gandalf told Wanda about 'Greenwood the Great'. A once beautiful forest, its sunlit pathways were swept by soft winds. Merchants and travellers from every quarter of Middle-earth used to traverse its roads. The roads were built and maintained by Elves of the Woodland Realm. The Wood-elves also provided security with their vast kingdom spanning the length and breadth of the forest. That was until nearly two thousand years ago when a powerful evil established a foothold at Dol Guldur. The greatest forest of the North became a corrupted reflection of its former majesty. So much so that it became known by new name – Mirkwood.

Mirkwood's twisted trees weren't the only indication of the dark magic pervasive throughout it. Sunlight struggled to penetrate the forest gloom. All manner of poisonous fungi and putrid herbs sprouted amongst the fallen deadwood. Strange black squirrels climbed and darted along the barren tree branches hanging overhead. Thousands of grey and black moths (some big as Wanda's hand) fluttered about during the day while the screeches of huge bats pierced the night air. Even the Wood-elves had retreated from their former lands as if they'd been ceded to a mighty invader. The Woodland Realm was now concentrated around the great Elven Halls located in the forest's north-east.

The state of the Elf-path perfect symbolised of the Wood-elves' retreat. The narrow stone path could only be traversed single file. Most of it was covered under and undergrowth. Taking point, Dwalin often tapped the ground with his axe to find where the path was buried. For like the High Pass, the Elf-path wasn't a straight road to travel. It often twisted under trees or sharply bent around forest ravines. However, the Company didn't have any problem following it until the third day of their journey. They stopped upon reaching a fork in the road. The Elf-path seemingly split both north and south.

"Which way?" Dwalin asked aloud.

Before anyone could answer, the Company was covered in a burst of red energy. It revealed the south fork was an illusion. The rest of the Company looked at the member who had prevented them taking a wrong turn.

"It's started," Wanda said about the sorcery Gandalf had warned them about.

The Scarlet Witch was the Company's only defence against magical attacks. Thorin had placed her in the middle of their column for the purposes of mutual protection. The dwarves and Bilbo acted as the Avenger's bodyguard from physical harm. It freed Wanda to concentrate on being the Company's psychic umbrella.

"Can you protect us like that continuously?" Thorin referred to her burst.

The Scarlet Witch's power hadn't yet reached the stage where she could summon an ongoing telepathic shield.

"Only if we slow down," Wanda effectively ruled out the option.

"We don't have that choice," Thorin brusquely decided.

As the Company resumed moving, Bilbo noticed a troubled look on Wanda's face.

"Is everything alright?" the Hobbit quietly asked her.

The Scarlet Witch told him what she sensed lay ahead in Mirkwood.

"The magic's getting stronger," she grimly reported.

Wanda's telepathy heard a malicious laugh echo throughout the forest.

* * *

 _Wanda placed a carnation at the foot of her family's headstone. After a moment of sad reflection, she stood and turned around. Before her was a desolate plain under a blackened sky. She gasped as Bilbo, Gandalf, Thorin, and the rest of the Company lay dead at her feet. Galadriel, Elrond, Beorn and Radagast's corpses were intermingled among them. The bodies were in the wake of a massive host of Orcs and Wargs relentlessly marching towards the Lonely Mountain. Wanda then sensed someone standing to her left. She gingerly turned her head and was stunned to see who it was._

" _How about that?" Stark whimsically observed of the scene before looking at Wanda. "It seems we've got something in common."_

The Scarlet Witch jolted awake. She gave a sigh of relief that she'd been dreaming. However, the dream wasn't one she could simply shrug off. It's images and themes reflected Stark's fears. Fears he'd seen thanks to Wanda's mental manipulation. It made Wanda question the source of her own dream. Did the sorcery throughout the forest also affect one's subconscious? Or was the dream more from her conscience? The uncertainty prevented her from falling back asleep.

The Company always slept in a tight knit circle just off the Elf-path. Watch duty was done in pairs. Those on duty faced away from each other at opposite points of the circle. Wanda was the one member of the Company exempt from watch duty. Thorin believed in giving the Scarlet Witch a full night's rest to recoup from her telepathic duties during the day. And as coincidence would have it, the Dwarf King was currently taking watch along with Bifur.

Thorin sat cross-legged as he stared into the pitch-black forest. He tightly held his cloak given there was no campfire to ward off the night chill. The Scarlet Witch hadn't been with the Company when it inadvertently sheltered in Goblin-town's front porch. Still, Thorin believed in doing nothing to attract attention. There had been no night sightings of Azog's forces. But those on watch often reported spotting at little distance pairs of yellow, red or green eyes. The eyes would momentarily stare at the sleeping Company before disappearing into the inky blackness. Neither Thorin nor Bifur had spotted any such eyes during their vigil. The former was troubled after noticing something else instead.

"Is all well, Wanda?" Thorin asked in a whisper.

The Sokovian shook her head as she sat alongside him.

"I can't sleep," she sighed equally as quiet.

Thorin could barely see Wanda's face as she gazed into the forest. However, her sigh clearly sounded more unsettled than tired. Perhaps she'd sensed something in the surrounds?

"Something bothering you?" Thorin coaxed.

The Dwarf King had grown less wary of the Avenger's telepathy. One reason being that, if asked, Wanda was always honest about her own feelings. It was a pleasant contrast to Gandalf's habit of speaking in riddles.

"Just a bad dream," the Scarlet Witch answered. "There was this army of Orcs and Wargs. Everyone was dead but me."

Wanda purposely didn't mention other elements of her dream. She had little doubt what they represented. The Sokovian still struggled to forgive herself about the mind games she'd played on the Avengers. Those she played on Stark were proving particularly hard in that regard. Not just because those manipulations set in motion Ultron's creation and the whole chain of events that followed. Having lost Pietro, Wanda wouldn't wish survivor's guilt on anyone. It was something that veterans of the Battle of Azanulbizar could empathise with.

"I felt the same after Moria," Thorin bitterly remembered. "Less than half of us survived the battle."

"I'm sorry about your grandfather," Wanda recalled Balin's tale.

The Dwarf King accepted her delayed condolences with a curt nod. But Thror's death wasn't the thing that most gnawed at him from the battle.

"At least I know what happened to him," Thorin observed. "I can't say the same about my father. I wanted to fight alongside him against Azog but he wouldn't allow it. It was the last time I saw him. After the battle was over, I searched high and low but couldn't find a single trace of him."

Thorin's stony face belied the acute pain he felt about his father's disappearance. There was no deceiving the Scarlet Witch's telepathy though. The pain Wanda absorbed was almost as wrenching as the grief she felt for her own father. The Avenger also sensed Thorin appreciated having someone else he could confide in.

"And you've kept looking ever since?" Wanda indirectly encouraged him.

"There's been many rumoured sightings," Thorin confirmed. "I've investigated all of them. I was still looking for him just over a year ago." Thorin steadfastly believed what he told Gandalf at the time; "He still lives; I am sure of it."

"I'd keep searching if it were my father," Wanda empathised.

The Sokovian's response gave greater solace to Thorin than anything the Grey Wizard had ever said about the matter. It compelled him to share something with the Scarlet Witch that he hadn't with Gandalf.

"Well, I intend resuming my search the day after this quest's over," Thorin committed himself. "Alone if I must."

The next few moments indicated how the pair's relationship had changed since they first crossed paths.

"No, not alone," Wanda disagreed. "I'll help."

An honoured smile burst across the Dwarf King's face.

"Thank you, my friend," Thorin graciously replied. "But the only thing you need promise me now is to try and get back to sleep."

The Scarlet Witch consented with a smile of her own. Neither she nor any of the dwarves noticed Bilbo suddenly wake. The Hobbit was the only one who heard what sounded like an agitated murmur.

* * *

Days followed days as the Company continued along the Elf-path. There was no chatter among them that morning. None felt they were making progress given the forest still seemed endless. Many felt anxious they wouldn't have enough food to last the journey despite what Beorn had supplied them. Bilbo was quietly worried if their psychic protector would last the journey as well.

Wanda hadn't experienced again the same dream she told Thorin about. Every night since she instead had vivid ones about the most painful experiences in her life. The ones about Strucker's experiments were particularly disturbing. One night, a scream from Wanda didn't just wake the rest of the sleeping Company. For a fleeting moment, all but Bilbo felt the agony the experiments caused her. The dwarves doubted even the Great Goblin's torture instruments could inflict such suffering.

As the Company's healer, Oin was frustrated he had nothing to help the Sokovian sleep. The best he could do was stay close to Wanda during the day to monitor her. Reflecting the fraternal nature of Dwarves, Gloin assisted in the task. The brothers were well placed to notice a nasty pattern emerge – Wanda grew more tired in direct relation to the Company needing her protection.

The Scarlet Witch initially needed to disperse dark magic attacks a couple of times a day. That soon grew to an hourly need. Now she had to dispel them half-hourly. A weary Wanda dreaded how long it would be before the sorcerous attacks became relentless. Her eyes began drooping as she contemplated this. Gloin grabbed the Avenger's arm from behind as she threatened to stumble.

"Easy, lass!" he sharply warned her.

The Company immediately halted as their witch was startled back to the here and now. Wanda put hands on knees to steady herself. Oin's attention was more grabbed by the dark circles under her eyes. He shot Thorin a concerned and frustrated look.

"How many times must I say it?" Oin demanded in a healer's tone. "Wanda needs a rest!"

Wanda appreciated Elrond's ring now more than ever. The ring's soothing magic prevented her from completely succumbing to sleep deprivation. It was the reason she still had a sense of humour.

"Like that will help me," she dryly discounted Oin's advice.

Thorin was among those who awkwardly smirked at the joke. Wanda was justified in comparing Thorin and Rogers's leadership styles. Like the First Avenger, Thorin wouldn't hesitate assuming the burden of command even if he disliked the choices that came with it.

"We all need a rest," Thorin indicated sympathy to Oin. "But Durin's Day won't wait on us."

Like many healers, Oin wouldn't relent just because a patient denied they needed help.

"And nor will exhaustion wait on Wanda," he argued treating the sick came first.

The Scarlet Witch straightened back up again. She placed an appreciative hand on Oin's shoulder before demonstrating her improved relationship with Thorin.

"Thank you, Oin," Wanda first said. "But Thorin's right. We won't get to the mountain in time if we keep stopping."

The sharpest pair of eyes in the Company then noticed something just ahead.

"Then we have a slight problem," Bilbo drew their attention to it.

Everyone looked in the direction.

"The stone bridge!" Fili exclaimed.

The Company quickly covered the next few yards. Before them lay the enchanted stream that Gandalf had warned them of. The stream was only ten yards at its widest point. Its waters though were black and stagnant with countless white spores floating upon the surface. A knotted pattern of vines hanged over the stream from trees lining both its banks. However, it wasn't the sorcerous threat posed by the stream that dampened Company spirits.

"What's left of it anyway," Bofur dryly corrected Fili's observation.

The middle two-thirds of the bridge had been broken clean. Gandalf's recommended crossing over the stream couldn't be used. Only one in the Company thought otherwise.

"Wait a second," Wanda told them.

The Scarlet Witch felt something of a second wind having reached a Mirkwood landmark. She released a strong burst of psychic energy at the gap in the bridge. The energy swirled in a cloud like pattern before settling over the surface like a red mist. To Wanda's disappointment the gap remained.

"Well, it's no illusion," she said of it.

Many hoped another of the Avenger's powers could get around the problem. The hard part was how to politely ask.

"I know you're tired, Wanda," Kili prefaced with understanding. "But…can you still um?"

Wanda smirked as she read his mind. Everyone sucked in a breath as the Sokovian swiftly glided through the air before gently landing on the bank opposite. She turned to face Kili.

"That answer your question?" she quizzically asked him.

The dwarves and Bilbo happily laughed in response. It was the first time they shared such a laugh in Mirkwood. The Scarlet Witch quickly injected a note of caution.

"The enchantment's strong," Wanda warned about the stream.

"Can you contain it?" Thorin checked.

Wanda nodded. "But I can only bring you across one at a time."

The overhanging vines were the only other way across the stream. Given many of those vines didn't look taut, there was no doubt in Thorin's mind which option was the safest.

"We'll start with the lightest," Thorin confirmed.

Bilbo blinked at being the first selected. Even riding on Gwaihir hadn't settled his nerves the least about any kind of flying. With everyone else looking at him, the Hobbit tentatively stepped forward.

"Just look at me, Bilbo," Wanda tried settling his visible nerves.

Streams of red energy quickly wrapped around the Hobbit. Bilbo began floating over the stream as Wanda smoothly pulled him towards her. At the mid-point, nerves gave way to a laugh of delight.

"It's like walking on air!" Bilbo giddily described the experience.

Wanda softly landed the Hobbit next to her. Bilbo's upbeat mood was a contrast to his nerves on the opposite bank. The Scarlet Witch sensed several Dwarves were still unsure about her telekinesis transporting them. On that basis, she wasn't surprised about who her next passenger was.

"Ready when you are, Wanda," Thorin resolutely volunteered himself.

The dwarves held their breath as their king was transported over the stream. In contrast to Bilbo's elation, the Dwarf King remained calm and assured as he floated towards the opposite bank. The unspoken message to his followers was to treat this as just another step in their journey. After landing near Wanda, Thorin immediately drew his bow with arrow at the ready. It was all about protecting the Scarlet Witch as she transported the rest of the Company.

"Who's next?" Wanda asked those on the opposite bank.

Thorin's example had greatly settled the dwarves' anxiety. They were nonetheless surprised by who among them volunteered to be next. Bombur stepped forward with a confident look. Wanda smiled at what her telepathy sensed. Bombur was reminding the other dwarves the Sokovian's telekinesis helped him over the ladder in Goblin-town. As such, there wasn't the slightest chance of dropping into the stream.

 _Thank you, Bombur_. Wanda telepathically thanked him.

Bombur gave a pleased smile before Wanda began drawing him towards her. The Sokovian sensed she'd need to do something else after landing Bombur. She'd need to hit the stream with fresh a telepathic burst as the enchantment was regaining strength. The situation also allowed something to make its unwelcome return.

The evil voice had been silent ever since the Company took leave of Beorn. It now resumed with a vengeance as it started to chant over and over. The chant was in a disturbing language that the Sokovian had never heard before. Wanda struggled to concentrate as the chanting in her mind grew ever louder.

" _Ash nazg durbatulûk, ash nazg gimbatul, ash nazg thrakatulûk, agh burzum ishi krimpatul._ _ **Ash nazg durbatulûk, ash nazg gimbatul, ash nazg thrakatulûk, agh burzum ishi krimpatul!**_ "

A bolt of light instantly struck and killed Bombur. The Company didn't even have time to be shocked as his corpse fell face-up into the stream.

"Look out! _"_ Bilbo directed their attention upward.

Wanda couldn't believe what had killed Bombur. Rapidly bearing down on the Company was a quartet of Ultron Sentries! She instantly had to cast a hex shield as the Sentries opened fire with their energy cannons on Thorin, Bilbo and herself. The trio were unharmed as the cannon fire deflected off the shield. With the Scarlet Witch pinned down, Ultron's forces launched their main attack.

A dozen Sentries swarmed from nowhere at the Dwarves on the opposite bank. The dwarves were subjected to a barrage of cannon fire from above. The surviving members of the Company could only watch in horror as their friends were massacred in seconds. Wanda released the hex shield outward with an angry cry. Half the Sentries were destroyed in the resulting energy wave. This compared to Thorin who loosened an arrow at a Sentry only to see it deflect off the target's armour.

"Run!" Thorin ordered Bilbo and Wanda to flee the killing zone. " _Run!_ "

Bilbo and Thorin immediately fled the scene as the sprinted north and away from the path. Wanda first had to take down another Sentry before joining them. A blast from a Sentry saw a thin tree fall in front of her. The Sokovian used her telekinesis to levitate over the tree before it blocked her path. She destroyed the offending Sentry with an energy blast of her own before landing next to Thorin and Bilbo in a forest clearing. The remaining Sentries began landing a second later.

Wanda dispatched the first Sentry that landed with an energy blast. She quickly then had to summon a hex shield to deflect a pair's fire. The offending Sentries were torn apart by Wanda's telekinesis. While this had been happening, another pair of Sentries landed right next to Thorin. The Dwarf King had far better fortune using Orcrist than Beorn's arrows. The legendary Elvish blade easily cut through the robots' armour and internal systems. Thorin destroyed both Sentries in rapid succession. The Company leader's triumph was short-lived as the remaining two Sentries landed yards in front of him. Wanda's energy blasts destroyed them. But not before they'd simultaneously killed Thorin with a cannon shot to the chest.

The Scarlet Witch turned to check on the only other surviving member of the Company. Bilbo had remained at Wanda's side throughout the skirmish in the clearing. Wanda froze in shock as the tip of a mighty lance was thrust into the Hobbit's stomach. The Avenger's shock was mostly from who was wielding the lance.

"You betrayed me, Wanda," a black-armoured Ultron raged at her.

Bilbo's corpse fell to the ground as Ultron withdrew his weapon in the blink of an eye. He twirled it around and struck Wanda's jaw with the base of the lance in a single fluid motion. There was a loud crack of bone as the Sokovian recoiled from the blow. Wanda fell face first to the ground in agony. Before she knew it; Ultron's boot was pressed firmly on her spine. The automaton stood poised to drive his lance through her back. Ultron taunted his former ally a final time with something Wanda once told him.

"You know how that felt?" he announced her doom.

Wanda blinked – and found she was alone. Her robotic arch nemesis had seemingly vanished. Even the pain from Ultron's blow was completely gone. The only 'injury' she'd seem to have suffered was some dirt and leaves from lying face down on the ground. Nor could Wanda see Bilbo or Thorin's bodies or any remains of the Sentries that had attacked them.

The Scarlet Witch tentatively got back up while closely taking in her surrounds. The Company reached the enchanted stream by mid-morning. The fading light indicated it was now sunset. The Avenger was in the middle of a forest clearing. But unlike the clearing she was in moments ago; the trees bordering this one were covered in thick and ugly spider webs. Wanda could only draw one conclusion. For all its terrifying realness, the attack by Ultron and his forces had all been an illusion.

The Sokovian's initial reaction was still only partly correct. Wanda had been the subject of a concentrated psychic attack ever since she'd stepped foot in Mirkwood. The attack's primary objective had been to separate the Company from its telepathic protector. The Necromancer's evil struck her when she was asleep and unable to defend herself. Wanda's sleep deprivation and nightmares had been all about mentally weakening her when the illusion was finally cast. Wanda stood poised to be a victim of what she'd sensed at Mirkwood's eaves. The dark sorcery within the forest had gotten her lost – now it moved to kill her.

The webs surrounding the clearing began to twitch. It was the first sign Wanda had she now faced a real ambush. She rapidly looked up and saw a multitude of man-sized spiders scuttling down the trees towards her. Mirkwood's giant spiders weren't just unnerving because of their numbers or sharp fangs. Wanda's telepathy told her the spiders were sentient even if she couldn't understand their tongue. The Sokovian didn't care about the language barrier. The spiders were outlet for her anger over the sorcery she'd been forced to endure since entering the forest.

Wanda unleashed energy blasts in all directions. Many spiders didn't even have time to release a grating screech being blown apart. Not even the Wood-elves who hunted them mercilessly possessed such firepower. The Avenger took no small sense of satisfaction as she sensed the spiders' appetite for her quickly turn to fear. The downside was sentient spiders could also rally and counterattack.

The spiders spread themselves out over their webs. Wanda twisted and turned as the spiders came at her from all directions. Despite their heavy losses, the spiders were unrelenting in their attacks. One managed to get within a yard of the Scarlet Witch. The Avenger used her telekinesis to rip it in half just in the nick of time. Wanda grimly surmised it was fatigue more than the spiders that threatened to be her downfall. The thought of being tired gave her an idea.

The Scarlet Witch summoned a hex shield around herself for the purposes of protection. The attacking spiders swarmed towards the spherical barrier of red energy. The shield began inching back towards its summoner as the spiders pressed against it. The spiders thought their prey was weakening as she sank on one knee. All the remaining nest kept up the pressure confident the Avenger's shield would collapse any moment. In truth, Wanda losing strength was just a feint on her part so she could destroy all her assailants at once.

There was a bright explosion as Wanda thrust her shield's energies outward. The trees surrounding the clearing shook and swayed as the spiders were instantly disintegrated in the blast. One tree was totally immolated while another fell such was the power of the blast. Most of the surrounding webs were also now burning. A victorious Wanda felt compelled to declare the Necromancer had failed to kill her. Another Avenger proved to be her inspiration.

" _Is that the best you can do?!_ " Wanda's voice echoed throughout the surrounds.

After several moments, Wanda initially wondered if her challenge had been accepted. Her telepathy sensed two individuals had snuck up from behind. The chaos of the battle must have drowned out their thoughts. Wanda spun around and saw a male and female elf facing her with bows pointed. The pair of them were dressed in green and brown clothing to blend into the forest. Both were also long-haired – the male, blonde and the female, red.

 _Wood-elves_ , Wanda guessed their identity.

"Do not move, sorceress!" the male coolly threated her.

The pair's defensiveness was instinctive. History showed that human sorcerers were almost invariably pawns of darker powers. The Kingdom of Angmar (its existence being like yesterday for many Elves) was a particularly notorious example. It was then that the female spotted Wanda's newest ring.

" _Legolas, tiro_ ," she directed her companion's attention to it.

The male quickly glanced at it before his eyes darted back to Wanda.

"I see you possess the token of Elf-friend," he observed before releasing a contrite smile. "Forgive me, I did not see."

The Scarlet Witch quietly thanked Elrond for his foresight as the pair lowered their bows. Satisfied they weren't facing an enemy, the Elves adopted a friendlier tone.

"I am Legolas, Prince of the Woodland Realm," the male made introductions. "And this is Tauriel, Captain of my father's guard."

Wanda hoped meeting such high-ranking Wood-elves meant an overdue turn of fortune in Mirkwood.

"Wanda Maximoff the Scarlet Witch," the Avenger unhesitatingly declared herself.

Tauriel responded with an impish smile revealing a playful spirit.

"Certainly your title comes as no surprise, milady," she wryly observed.

Both Legolas and Wanda gave a good-humoured smirk. The former's reaction allowed the latter to pick up some of his thoughts. Legolas was a daring and fearless protector of his homeland and people. However, he also had the open mind of a young idealist – 'young' being nearly three thousand years old. The Scarlet Witch had to ask her new acquaintances about their immediate selves.

"I hope didn't hurt you," Wanda referred to her destruction of the spiders.

The pair shook their heads they'd been collateral damage from the battle. Wanda also learnt them being in the vicinity was no coincidence.

"A spider was seen near here," Legolas revealed. "We'd come to investigate."

His companion looked around at the dead spiders. Despite the Wood-elves' best efforts, the overall danger posed by such creatures was getting worse.

"We didn't expect to find a nest of them right on our doorstep," Tauriel grimly observed before complimenting the nest's destroyer. "A nest that no longer threatens us thanks to you."

Legolas agreed with the praise. But his royal station also required him to question this potentially new and powerful ally.

"Yes." Legolas concurred before telling the Scarlet Witch, "I nonetheless must ask why you've entered my father's lands."

"I didn't know these are his lands," the Avenger answered non-defensively. "I got separated from my friends."

This surprised Legolas and Tauriel. How did this party get past the Wood-elves' border scouts?

"When did you last see them?" Tauriel attempted to solve the mystery.

"We were crossing the enchanted stream," Wanda replied.

The Sokovian had deliberately chosen to be succinct. Describing the illusion and the events leading up to it could result in Legolas and Tauriel figuring out she was a telepath. Both seemed friendly enough. But Wanda wasn't quite ready to disregard Beorn's warning about Wood-elves being 'less wise and more dangerous' than their kin. Despite being cautious, Wanda was taken aback as she sensed the Elves had been shocked by her answer regardless.

"That's several days from here!" Tauriel gasped in concern. "You've been separated for some time."

Now it was Wanda's turn to be mystified. Had the illusion caused her to lose track of time? That was unlikely if only because she didn't feel hungry or thirsty. Wanda then remembered how she used her telekinesis to avoid an illusory tree that was falling on her. Maybe what seemed to be an evasive leap was long-distance travel at great speed? The Avenger felt no satisfaction if this was indeed the case. A chill ran up her spine as she pondered the illusion's full deceit. Maybe the 'Sentries' she'd hit with her energy blasts hadn't been Sentries at all…

"I have to find them," Wanda stated with renewed urgency.

The Elves were sympathetic. However, the evil throughout Mirkwood had grown very strong. The nest of spiders demonstrated the Wood-elves couldn't afford to feel safe even within the borders of their own realm.

"We would aid you, milady." Tauriel prefaced before counselling, "But it will be dark soon."

Wanda's telepathy picked up the fear behind Tauriel's words. The Wood-elves were engaged in a long war of attrition against nests like this one throughout their lands. Worse, it was a war in which the spiders were slowly but surely getting the upper hand. A fact seemingly confirmed by the Prince of the Woodland Realm himself.

"We also need a larger search party," Legolas added. "A party my father first needs to approve." He then politely requested Wanda, "Are you willing to accompany us to speak with him?"

Part of the Avenger wanted to begin searching herself immediately. But the title Elrond had bestowed on her also carried responsibilities. The Wood-elves might suspect how much of an 'Elf-friend' the Scarlet Witch was if she declined to speak with their king. Besides, Wanda was still lost in Mirkwood and in desperate need of a guide.

"I will on one condition," she solemnly consented.

"What's that, milady?" Tauriel queried.

The Scarlet Witch softly smiled. "That you call me 'Wanda'."

* * *

The trio soon exited the dense forest before travelling eastward along the Elf-path. The section of the path within the Woodland Realm was in far better condition than what the Company had been travelling along. Despite feeling exhausted, Wanda's spirit had been perked by making two new friends. Not to mention the Wood-elves' territory seemed to be free of the dark sorcery that had tormented her since entering Mirkwood. Time flew as they reached their destination in under an hour.

The palace of the King of the Woodland Realm lay above a fast-running river at the eastern edge of Mirkwood. The river flowed in an easterly direction into the Long Lake below the Lonely Mountain. The river also acted as moat protecting the western side of the palace. Legolas and Tauriel led Wanda over the only crossing – a narrow wooden bridge over a precipitous ravine. On the other side of the bridge was a pair of huge stone doors. At a command from Legolas, the doors opened allowing the trio to enter. Wanda watched as the guards Tauriel oversaw closed the doors behind them. A resounding echo throughout the interior confirmed the entrance had been closed for the night.

Wanda took in the vast and cavernous interior as she was escorted to its centre. Within the palace were elegant halls, winding passages and many chambers that lay entwined among the roots of the giant trees growing above it. The Sokovian couldn't help but compare the palace with the other Elven realm she was familiar with. Like the Hidden Valley, a power magic seemed to permeate throughout the palace. But whereas Rivendell's was warm and comforting; the Woodland Realm's felt austere and vigilant.

The Scarlet Witch's journey came to a halt at the base of the stairs leading to the throne room. The throne room was hewn into the living rock, vast tree-roots making a pattern of natural sculptures down the walls. Legolas briefly took his leave as he ascended the stairs to brief his father about their realm's unexpected visitor. Alone with Tauriel; the Scarlet Witch tried learning a bit more about her.

"Do you have family, Tauriel?" the Avenger enquired.

Wanda's telepathy caused her to instantly regret the question. The emotions her question stirred within Tauriel were painfully familiar.

"Orcs murdered my parents when I was a child," Tauriel sadly remembered events of six hundred years ago. "The King has raised me like one of his own ever since."

Tauriel noted Wanda's expression. The expression was less about sympathy and more of empathy.

"You're an orphan as well," Tauriel deduced aloud.

Wanda subtly nodded. "And I recently lost my brother." She then reflected on her initial assessment of Legolas. "In some ways, Legolas reminds me of him."

"Your brother would've been very dear to you then," Tauriel returned empathy. "Legolas has been my truest friend since childhood."

The Prince of the Woodland Realm returned to them moments later. Wanda sensed some undercurrents suggesting Legolas saw Tauriel as more than a friend. She chose to respect their privacy as the trio climbed the stairs into the throne room. The King of the Woodland Realm stood waiting for them.

Thranduil was a stern, severe, and imposing Elf with piercing blue eyes and long, silver-blond hair. He wore a crown wound about with red leaves and berries in line with the autumn season. There was also no mistaking that Thranduil's sigil was the great elk. Giant antlers adorned his throne as well as being the motif of his silver robes. His throne room was protected by several heavily armoured guards each equipped with a spear and shield. This was despite Thranduil being a powerful and accomplished warrior himself.

Tauriel remained with Wanda as Legolas stood alongside his father. Wanda reflected she should've asked Legolas about appropriate etiquette in his father's presence. She instead opted to copy Gandalf's example with Elrond and Galadriel. The Scarlet Witch acknowledged the King of the Woodland Realm with a respectful bow of the head. The Avenger's telepathy picked up her show of humility won Legolas and Tauriel's admiration. The reaction of the gesture's recipient was unknown. The background magic shrouded Thranduil's thoughts – the implication being he'd know the moment anyone tried probing his mind. The Elf-king had the advantage as he commenced Wanda's audience.

"I am told your name is 'Wanda' and you are Elf-friend," Thranduil coolly began.

The Sokovian nodded before gently stretching out her left hand. The Elf-king impassively noted the ring signifying Wanda's title.

"It's been many years since I've seen such a ring," Thranduil commented. "And never has one been given to a human sorcerer until now. I am curious to know your connection to Elrond Half-elven."

Wanda privately speculated if the magic within all Elven realms reflected the personality of their ruler.

"I'm a friend of Gandalf the Grey's," she answered.

The Scarlet Witch now got a taste of Thranduil's incredible intuition that had been honed over a life spanning six millennia.

"And you're in these parts at Mithrandir's behest?" Thranduil almost knowingly asked.

It was inevitable the Elf-king would ask why. Given Wanda's concern about Bilbo and the Dwarves' current welfare, the Avenger opted to force the issue.

"I'm part of the Company of Thorin Oakenshield," Wanda declared outright. "I got separated at the enchanted stream."

Thranduil's stony façade fractured as his eyes flashed with interest at this revelation.

"On your way to Erebor no doubt," he promptly concluded.

Wanda thought her gamble had paid off as she caught a tiny trace of Thranduil's thoughts. Thranduil had visited the Lonely Mountain before it fell to Smaug. He apparently also had some unfinished business with the House of Durin. The Scarlet Witch was prevented from finding out the details as Thranduil's thoughts again became clouded. Still, the reaction she'd sensed in the Elf-king gave her cause for hope.

"We plan to kill the dragon and retake the mountain," Wanda summarised the Quest of Erebor.

Legolas and Tauriel immediately shared a concerned look. Wanda had earlier offered to tell them more about the 'friends' she'd been separated from. They declined believing it only appropriate Thranduil hear an Elf-friend's story first. The Scarlet Witch easily picked up the reason for their reaction now they'd heard it. The pair believed it suicide to retake the mountain while Smaug was alive. Like Elrond; they feared the dragon could be enraged enough to retaliate against other lands – including their own. If Thranduil shared these concerns about the quest he didn't show it.

"A noble quest," he saluted it. "One I feel obligated to assist."

Wanda brightened at hearing this. Fatigue caused her to miss the enigmatic undertone with which Thranduil had spoken.

"So you'll help find them?" Wanda checked to be sure.

"I need to discuss it my son," Thranduil replied before adroitly ending Wanda's audience. "You, however, are tired and in need of rest." The King of the Woodland Realm regally delegated the matter. "Tauriel, take _Collgwend_ to our guest chambers. Ensure her every need is met."

"Yes, milord," the Captain of his guard instantly complied.

The Scarlet Witch copied Tauriel's respectful bow to the Elf-king before following her from the throne room. As they descended the stairs, Tauriel's thoughts told Wanda it had been decades since the Woodland Realm hosted any honoured guests. The Avenger was more interested about something else Thranduil had said though.

"I'm still learning Sindarin," Wanda admitted to her escort. "What does 'Collgwend' mean?"

Tauriel had something else in common with the Avenger than being an orphan. Apart from sworn enemies, she liked believing others acted with the best of motives.

"You should feel honoured, Wanda," the Elf happily informed her. "The king speaks as if you were Gandalf. As Mithrandir is 'Grey Pilgrim', Collgwend means the 'Scarlet Maiden'."

Thranduil's description of Wanda was indeed said in respect. But it was also part of a greater deception. For Thranduil had his own agenda in helping the Quest of Erebor. He waited until Tauriel and Wanda were well out of earshot before acting on it.

"I want you and Tauriel to leave with a company at first light," Thranduil told his son. "Oakenshield and his followers will undoubtedly stumble across our borders in search of their witch. Find and bring them to me."

Legolas believed his assigned mission and force could be expanded.

"Many nests have respawned over the last two moons," he prefaced his argument. "Perhaps Wanda can come with us? We'd swiftly clear our lands with her aiding us. Maybe even deter the spiders from ever coming back."

"No!" Thranduil instantly rejected the idea.

The Prince of the Woodland Realm was puzzled by the reaction. Why was his father so adverse to even considering the Scarlet Witch's help? The Elf-king cryptically revealed his reason.

"I have an opportunity, Legolas," Thranduil observed intently. "An opportunity to reclaim what is _mine_."

* * *

 **Separating Wanda from the rest of the Company is the result of me trying to be an evil mastermind. Particularly how the Necromancer might try and exploit Gandalf's absence.**

 **In the overall scheme of things, the Mind Stone's energies are far more powerful the Necromancer's sorcery. But Scarlet Witch-199999 is still 'only' human in many aspects. Wearing her down with sleep deprivation combined with her (current) inexperience against telepathic attacks would be a feasible tactic IMHO. Then again, maybe I'm just projecting given my own experiences with sleep apnoea.**

 **A major reason behind the plot device of Elrond's ring was Wanda first crossing paths with the Wood-elves. Though I didn't believe Thranduil would be any less haughty given his own objectives.**


	15. Locked, Shocked and Barrels

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

18/11/2016

I'd originally planned to spread the events below over two chapters. I ultimately decided to go with one long chapter given the similarity of themes.

 **Julie Q** : Thank you for your kind words. And some stories on this site indicate some writers believe you can never have enough overkill

 **Anonymous** : Alas, my father and sister took all the artistic talent in my family.

* * *

 **Chapter 15 – Locked, Shocked and Barrels**

Wanda currently wore a dark green dress the Wood-elves (who she learnt also called themselves 'Silvan') had loaned her. She stood outside alone on a stone ledge carved on the palace's eastern side. The ledge overlooked the fast-running river as it flowed out from deep under the palace before reaching a narrow gap. A solid stone rampart occupied by palace heavy infantry stretched across the gap connecting the opposite banks. In the middle of the rampart was a steel sluice gate that the river poured through. The gate wasn't just for the purposes of defence though. Wanda now watched it play a vital economic role as well.

A group of empty barrels dropped down a short waterfall from the palace before landing into the river. One of the guards at the rampant pulled a large lever that smoothly opened the sluice gate. The empty barrels quickly floated along the current towards it. The barrels passed through the open gate as the river coursed its way eastward. It was in this manner that the Woodland Realm exchanged goods with Lake-town; a human settlement located north of the river-mouth. This unusual style of trade gave Wanda an idea about the next leg of the Company's journey. Perhaps the Wood-elves had boats they could borrow to make up for lost time? The idea was also about Wanda trying to remain optimistic in the face of an anxious wait.

It had been three days since Legolas and Tauriel set out with their search party. Having her first peaceful sleep in more than a week; Wanda woke hours after they'd departed. Thranduil's herald, Feren, told the Sokovian she'd be informed of developments. She was also invited to dine with his lord that evening. Accepting the invitation, Wanda found the Elf-king courteous enough. But she also concluded Thranduil didn't like to relax his guard in any setting. His utter self-discipline was characterised by an emotional detachment bordering on the callous. A good demonstration of it was when Wanda described Ultron. The automaton believed human beings were prone to self-destruct given their stagnant nature.

" _The same could be said of Men in this world_ ," _Thranduil nonchalantly agreed with the sentiment._

Wanda could only speculate what had made him so cold and uncaring. His attitude stood in direct contrast to Tauriel's. The Captain of the Guard had chatted amiably when she helped the Avenger settle in as a guest. Thranduil had the Woodland Realm adopt a policy of isolationism and strict defence. Tauriel though yearned to go and destroy the encroaching evil at its source. It wasn't just because she differed about the most effective strategy. Tauriel also genuinely cared what would happen to the other Free Peoples if Dol Guldur's evil were to run free. Given their respective life spans, it was somewhat surprising the issue hadn't yet caused a nasty rift between the pair.

The Scarlet Witch's ponderings ended as the barrels finally drifted out of sight. She went back inside the palace to find out if Feren had any news. The Avenger was still getting used to the maze of winding paths and stairways that connected the interior. Wanda was on one of the uppermost paths when, out of the corner of her eye, she noticed three people on the ground below. On a second glance, the group was two Elven guards hauling a reluctant prisoner to the dungeons. Wanda stopped in amazement upon recognising the prisoner.

" _Thorin!_ " her voice echoed about the confines.

The Dwarf King immediately looked in the voice's direction. Thorin was covered in dirt and cobwebs. Wanda didn't hesitate to probe his mind. She felt relieved upon sensing everyone in the Company was still alive. The Company had been forced fight nest of spiders like those Wanda had encountered. The spiders had been defeated when Legolas's party arrived on scene. That was where the good news ended.

"Help, Wanda!" Thorin shouted back as he tried planting his feet. "Thranduil wants to stop us!"

The guards forcibly shoved and dragged Thorin down a passageway – out of the Scarlet Witch's sight and her telepathic range. She'd caught enough to know Thorin was telling the truth. But the reasons behind Thranduil's troubling actions were still unclear. She hitched her dress before dashing down a flight of stairs in pursuit. Wanda quickly reached ground level and headed to the passage leading to the dungeons. Her telepathy prevented her from bumping into Tauriel who was coming in the opposite direction. Upon seeing Wanda, Tauriel reluctantly blocked her path.

"I'm sorry, Wanda," Tauriel gently told her. "You're not allowed down there."

Wanda was stunned. Her telepathy indicated Tauriel didn't have a choice in the matter. The Scarlet Witch choosing not to probe her mind further was a good indication of their growing friendship.

"Why?" Wanda asked instead.

Tauriel easily picked up the confusion and hurt in Wanda's voice.

"By order of the king," Tauriel uncomfortably apologised by way of explanation.

A guard had informed Thranduil about Wanda encountering Oakenshield by accident. The Elf-king had hoped to keep the Scarlet Witch unawares until Thorin had been safely placed behind bars. Somewhat like the Necromancer, Thranduil felt it to his advantage to keep the Company separated from its magic protector. That included denying Thorin any chance to give his version of events. With this having failed, Thranduil easily anticipated Wanda's likely reaction.

The King of the Woodland Realm was seated comfortably on his throne as a series of hurried footsteps echoed up the stairs. Wanda stormed towards him with a worried Tauriel in tow. Thranduil had earlier ordered the guards to allow the Avenger to pass. It was an order their Captain was unaware of. Disrespectful guests and lapses of security were things Thranduil normally had no tolerance for.

"Apologies, milord," Tauriel sought to placate him.

She was surprised as Thranduil gave her concerns a dismissive wave.

"None required, Tauriel," he regally assured her. "I'm sure Collgwend wouldn't disturb me without good reason."

That was one thing Wanda found most frustrating about Thranduil. You could never be sure if he was being sincere or sarcastic.

"Why've you jailed my friends?!" Wanda demanded the Elf-king explain himself.

Thranduil remained completely sanguine. "I was willing to let your friends go. All Oakenshield had to promise was to return something of mine. He responded by telling me to die a death of flames."

The sting in Wanda's anger faded upon hearing this. _Die a death of flames_ , she mouthed to herself. Wanda then looked at the antlers adorning Thranduil's throne. The Sokovian privately chided herself from overlooking what should've been obvious all this time.

"You're the one who ordered the Elves to turn back," Wanda remembered the images in Thorin's mind.

The Elf-king didn't miss a beat. It was almost certain the Scarlet Witch had been given a one-sided view of Erebor's fall. The House of Durin had been using the Wood-elves' retreat as a convenient scapegoat for too long.

"Thror ignored my warnings what his greed would summon," Thranduil argued where the blame truly lay. "His grandson has the same stubborn pride. Allow me to counsel you instead, Collgwend." Thranduil leaned forward to drive home his warning. "I suggest you leave the Company while you can. Your friendship will mean nothing once Oakenshield steps foot in that mountain. And as he descends into madness, he will try and bring you down with him."

The Scarlet Witch wanted nothing more than to remonstrate. Thranduil's cynicism about the quest was in complete contrast to Galadriel's empathy. But something about Thranduil's warning also spoke to the Avenger. She remembered Gandalf telling Thorin his pride would be his downfall. However, Wanda's faith in Thorin had also grown since then. And nothing to her justified Thranduil detaining the Company for political leverage. She took a deep breath before speaking.

"I'd please like to see them," she calmly requested Thranduil lift his ban.

Thranduil would have been a brilliant attorney on Earth. His sharp mind, perceptiveness and imposing manner would make even the most confident witness sweat. He was also a master of rhetorical tactics aimed at boxing someone into a corner.

"If I allow it," Thranduil tested the Scarlet Witch, "will you give me your word as Elf-friend you will not help them escape?"

Wanda immediately saw the trap. Having grown up under a repressive regime, the Sokovian found the very notion of political prisoners to be an anathema. She wanted nothing more than to free the Company from captivity. Lying about it wouldn't just damage the reputation of the Scarlet Witch though. Wanda imagined Thranduil sending word to Rivendell expressing outrage how this supposed 'Elf-friend' broke her word and used her powers against his people. It might cause the Lord of Imladris to refuse helping others in the future. The prospect of Elrond being disappointed in her also personally troubled Wanda. The truth was her only choice in answering Thranduil's question – even if it didn't set any one free.

"No," Wanda regretfully admitted. "I can't promise that."

Thranduil was privately impressed by the Scarlet Witch's integrity even if it didn't persuade him. Nor did it affect his misanthropic streak.

"Thank you, Wanda," Thranduil commended her for not disappointing him. "Few humans in your station would be as honest. I nonetheless must decline your request."

He let Wanda contemplate this a few moments before taking out some insurance.

"Tonight, so happens to be _Mereth-en-Giliath_ , the Feast of Starlight." Thranduil prefaced before pointedly hinting, "It's an occasion of great importance to my people. I invite you to attend as my special guest."

Despite not wanting to, the Scarlet Witch felt a sneaking admiration for Thranduil's brand of mind games. He was effectively using Elrond's title as a leash on her. There was no way for Wanda to decline the invite without losing face among the Wood-elves. After all, no Elf-friend would refuse their king's invitation nor ignore their honoured traditions!

"Of course," Wanda coolly accepted.

The Sokovian's presence also gave the King of the Woodland Realm an opportunity to keep others separated.

"I shall have Legolas accompany you," Thranduil said before concluding their audience. "You must excuse me now, Collgwend. There are some matters I wish to discuss with Tauriel in private."

Wanda gave a curt bow of respect before exiting the throne room. She didn't even look at Tauriel as she walked past her. Wanda's silent fuming caused her to miss some important thoughts. Tauriel's complex relationship with Legolas and Thranduil had now been further complicated by someone else.

* * *

Early evening found Legolas waiting outside the door to Wanda's chambers. The Prince of the Woodland Realm was dressed in a fine green tunic for tonight's celebration. His thoughts, however, were neither centred on the feast nor who he was chaperoning.

Upon finding the Company, Legolas's party had immediately confiscated their weapons. Legolas personally took possession of Orcrist. The legendary blade forged by the High Elves of Gondolin had long thought to have been lost. Thorin had been evasive when how it had come into his possession. It reinforced his opinion about Dwarves being stiff-necked. Nor was it the only opinion of Legolas that reflected his father's. He firmly agreed a strong defence was the best strategy for protecting their people. But if Thranduil represented Legolas's mind, Tauriel personified his conscience. Legolas couldn't help but feel the truth contained in his friend's criticism of Thranduil's policy. A 'defence-only' policy effectively meant abandoning their neighbours to the growing wave of attacks from Dol Guldur. The Dwarves of the Iron Hills would struggle to hold them and certainly not the Men of Lake-town. The Wood-elves liked to see themselves as valiantly standing against the forces of evil. But as Tauriel once argued to him – was not apathy one of the greatest evils of all?

Wanda's door opened. It caused Legolas to momentarily forget the growing clash between princely duty and what he felt was right.

The Scarlet Witch was dressed in a silk gown of pearl and silver. The silver threads entwined in the fabric softly reflected the surrounding light. She was also adorned with a silver hair chain on which hanged tiny leaves made of white gold. Thranduil had servants help her get ready throughout the afternoon. Wanda didn't think it coincidence preparations took hours, keeping her away from the jailed Company. It was also the first time she'd seen her chaperone since Legolas's party had returned. The Avenger found their reacquaintance slightly awkward. Legolas hadn't been given a choice about escorting her.

"I'm sorry for dragging you into this, Legolas," Wanda apologised.

Wanda was relieved to sense the Elf's feelings were serene as the look on his face.

"You haven't dragged me into anything, Wanda," Legolas graciously complimented her. "It's an honour to escort you. Your appearance is fittingly radiant given the celebration."

The Scarlet Witch found herself blushing at Legolas's charm as it reminded her of Elrond's. The Prince of the Woodland Realm was also no less gallant. Legolas offered his arm that she accepted.

"Is Tauriel coming?" Wanda asked as they made their way to the feast.

"No," Legolas curtly replied. "My father gave her command of the night watch."

Wanda wasn't surprised Legolas's tone was one of tight-lipped disapproval. She used it to segue to another awkward topic.

"Does that include watching the dungeons?" Wanda broached it.

Legolas had inherited his father's perceptiveness.

"Ask me what you like about your friends, Wanda," he answered what she was truly asking. "You have my word I shall not tell my father."

The Scarlet Witch came straight to point. "Have they said anything about how we got separated?"

Wood-elves may be unfriendly towards their captives but they weren't cruel to them either. Thorin may have lied about Orcrist. Using torture to extract the truth was nonetheless unthinkable to Legolas. Fortunately, many in the Company were quite willing to talk about their witch. If only because they'd been worried about her ever since she went missing.

"Oakenshield spied a white stag when you were using your magic on Bombur," Legolas began retelling the story of those he'd interrogated. "He tried and failed to shoot the beast." Legolas shook his head in disbelief. "He should've known it was unwise."

"What to do you mean?" Wanda was unsure about the comment.

"White stags are a sacred animal," Legolas sincerely believed. "Even attempting to harm one invariably brings bad luck. A fact demonstrated by what happened next."

Knowing the rest of the Company was alive didn't make the Sokovian feel any less anxious.

"Which was?" she prodded.

"They said you released a terrifying cry before taking flight," Legolas didn't know the dwarves were using the word literally. "They tried looking for you. Of course, without your magic, they quickly got lost."

The information suggested the Wood-elves weren't told about the Scarlet Witch's telepathy. And the Avenger was the still the only one who knew about the evil voice. It meant there were still several questions about what happened at the enchanted stream. For one thing, Wanda couldn't believe what had happened to her had all been due to a superstition. She also remembered what had happened to someone else.

"And Bombur?" Wanda followed up.

"He wasn't injured if that's what you mean," Legolas first offered assurance. "But the enchantment affected him the moment he hit the stream. He fell into an unnatural slumber and had to be stretchered for a time."

Wanda felt as sorry for Bombur's bearers as much as the dwarf himself. It wasn't as though any in the Company had the same strength as some of the Avengers allowing them to carry Bombur over their shoulder.

The pair passed through an arch into the feasting hall. The hall was circular with a retractable sail roof. In the middle of the hall was a large wooden table shaped like a horseshoe. Thranduil and most of his court had been standing around the table as they waited for Legolas and Wanda to join them. There was no doubt who of the pair had the room's attention as they made their way to the head of table.

All attendees kept gazing at the Scarlet Witch even if they were too polite to gossip among themselves. A human had never attended their most important feast let alone such an unusual one. The Avenger's telepathy wasn't much help given their thoughts were in Sindarin. She discerned the word ' _Rin_ ' a few times. Wanda assumed those Elves considered her attire to be queen-like. Wanda and Legolas stopped before the latter's father. Thranduil wore a sumptuous red coat over his silver robes. Following some last-minute advice of Legolas, Wanda gave the Elf-king a respectful curtsy.

"Thank you, Wanda," Thranduil acknowledged her gesture. "Your presence honours us all."

"You personally invited me, milord," Wanda responded in a neutral tone. "How could I not attend?"

Thranduil's eyebrow rose ever so slightly, unsure if he was being thanked or insulted. His self-control allowed him to calmly move on.

"Please sit by me," Thranduil gestured to the seat immediately left of his.

The Scarlet Witch complied without a word. Servants pulled back the chairs at the head of the table for their occupants. Thranduil was seated between Legolas and Wanda. The Sokovian wondered if this was to prevent them from talking throughout the feast. Wanda's hunch was correct. One of Thranduil's greatest fears was his son defying and rebelling against him. Too many wrong influences on Legolas risked such an outcome. It was the major reason for Tauriel's assignment tonight.

The Feast of Starlight soon began. Thranduil commenced proceedings with some solemn words about the occasion's importance to the Wood-elves. He then led his guests in a series of toasts. That included a toast to the King's special guest. Wanda felt awkward about it to say the least. She didn't understand a word of it given official proceedings were spoken in Sindarin.

Wanda had memories of Rivendell as dinner was served. An ensemble of Elven musicians played a gentle background melody. The food was largely the same that Elrond served. Although the meat was dressed in herbs before being roasted to perfection. And whatever she may think of Thranduil; Wanda wouldn't deny the Elf-king had an exquisite taste in red wine. She was nursing her glass when the evening reached its climax.

The sail roof was pulled back revealing the night sky. Wanda joined her hosts in simply taking in the heavens. She'd never seen so many stars or the arms of the Milky Way (assuming Arda was in the galaxy) so clearly. It was then an Elven soprano's voice sang clearly throughout the hall.

 _"Hae ephadron_

 _Theri thaur_

 _Am na dhû_

 _Ias fîr i ambar_

 _A trehil i 'alad 'lân uir tri 'wilith"_

The Scarlet Witch wasn't the only one moved by the soprano's beautiful voice. Thranduil sat stony faced. But to Wanda's telepathy, he may as well have been openly weeping. The emotions the song stirred within Thranduil allowed her to glimpse his thoughts. She tried not to gasp as she saw the most stunning diamond necklace. Its heart-shaped centrepiece epitomised its beauty and craft. Wanda couldn't imagine its cost – even Stark might be tempted to ask the price before buying it.

Wanda soon retired for the evening. Thranduil had no objections ("Of course, Collgwend. I'd almost forgotten Men tire more easily") but still had his son escort the Scarlet Witch back to her chambers. Alone again with Legolas; the Avenger sought to verify a theory of hers.

"Your father told me he was willing to let Thorin go," Wanda recalled her audience that morning. "But Thorin refused to promise to return something. What is it?"

Her telepathy immediately heard in Legolas's mind the word ' _Naneth_ '. She quickly learnt its meaning and significance.

"The White Gems of Lasgalen," Legolas spoke with calm sadness. "My father gave them to Thror's people to fashion into a necklace for my mother. But when the time came, such was its beauty, Thror decided to keep the necklace for himself." Legolas paused before observing, "To my father, that necklace is the only reminder of my mother."

A lot about Thranduil's attitude and behaviour now made sense to Wanda. She remembered telling Gandalf at Barad Mindon about the importance of personal feelings. Thranduil's detaining of the Company was still unjust. But given what Legolas had just told her, (as well as the emotions she sensed at the feast) she could understand what was driving it. Wanda also felt a stab of pity for the Elf-king. Such was Thranduil's obsession with the necklace he was ignoring a far more important legacy of his dead wife – their son. It was a tragedy Wanda felt compelled to end.

"Perhaps I can help?" she offered. "If I could talk to Thorin, I can try and convince him to give it back."

Legolas was more than touched. Despite all the machinations to keep her away from the Company, the Scarlet Witch wanted to help on what mattered most to Thranduil.

"Yours is a kind offer, Wanda," Legolas graciously thanked her. "One I shall pass on to my father." Considering Thranduil's likely response, Legolas then added, "But please don't take it personally when he rejects it."

The pair reached a junction with a tall stalagmite.

"Would you like me to check on your friends for you?" Legolas offered out of genuine courtesy.

Wanda immediately gave it grateful nod. She patiently stood waiting as Legolas momentarily left her. The Sokovian quickly found out she wasn't alone.

" _Psst, Wanda,_ " a voice whispered from the shadows.

The Sokovian instantly recognised it.

"Bilbo!" she quietly gasped.

Wanda looked in his direction. Bilbo was peeking out from behind the stalagmite. The Scarlet Witch first used her telepathy to make sure the coast was clear.

"How did you escape?" Wanda asked the Hobbit.

The prospect of being caught gave Bilbo a credible excuse not to answer the question.

"No time to explain," Bilbo moved on to why he'd come to Wanda. "I'm freeing the others at daybreak. The only way out's through the cellars."

Wanda quickly figured out the escape plan and admired its ingenuity.

"You're going to use the barrels?" she checked to be sure.

Bilbo gave a confirmatory nod. "Think you can meet us there?"

The Feast of Starlight wasn't the only way Thranduil was keeping an eye on the Scarlet Witch. The Avenger also knew her powers of mind control were still far from omnipotent.

"There's too many guards," Wanda assessed the risk. "I couldn't get there from my room without sounding the alarm."

"I'm not leaving without you, Wanda," Bilbo flatly stated.

Wanda was always touched by the Hobbit's pure hearted nobility, no matter how many times she witnessed it.

"And you won't," she hurriedly assured him. "You just worry about the others. I'll meet you at the water-gate. You'll need me to get past it anyway."

Bilbo's next words reflected his trust in Wanda.

"Well, until then, I guess it's up to me and Sting," he commented light-heartedly.

"Sting?" Wanda was puzzled.

Bilbo proudly patted his sheathed short sword. "Good name, isn't it?"

The Avenger approvingly smiled at the name the Hobbit had given his blade. Wanda's telepathy immediately caused her to look away from him.

"Legolas is coming," she warned before looking back at Bilbo. "Hi- "

Wanda couldn't believe it. Bilbo had seemingly just vanished into thin air. How could have he got away so quickly? Even after the Goblin tunnels, Bilbo had shown no indication of becoming the next Quicksilver. Re-joining Wanda, Legolas was completely unaware of what had transpired during his absence.

"Your friends are resting peacefully," Legolas said of their welfare.

The Scarlet Witch was at first puzzled by how calmly the Elf had reported this. Bilbo's escape would've surely raised the alarm. She allowed herself to probe Legolas's thoughts. The Wood-elves didn't even know the Company included a Hobbit let alone one was running free within the palace. Unfortunately for Wanda, she didn't hide her emotions as well as she hid using her mental powers.

"Is all well, Wanda?" Legolas noticed the confused look on her face.

Wanda glanced at where Bilbo had been standing.

"I hope so," she softly reflected.

* * *

Dawn found Wanda sitting on her bed dressed in her Rivendell attire. She hadn't slept at all that night. It was the result of anticipation and choice. The Quest of Erebor now hung on an unusual escape plan and the pluck of the Hobbit who'd thought it up. Wanda didn't want to be asleep when Bilbo tried freeing the dwarves. It wasn't just about being ready to rendezvous with the others at the water-gate. If Bilbo failed and got caught, the Scarlet Witch wanted to be there to protect him.

Wanda's anxiety wasn't helped by what stood immediately outside her door. During the night, her telepathy sensed two guards quietly taking post to keep watch on her. The guards themselves didn't present any real threat. But there was no doubt that their king must have stationed them there. Did Thranduil know something was up? Wanda thought she and Bilbo had talked alone. Perhaps the magic within the palace was also something of a surveillance system? But if that were the case – why would Thranduil be taking so long to confront her about it? Wanda couldn't believe simple etiquette was the reason she hadn't been disturbed. All such speculation now became moot.

The dungeons were out of range of the Scarlet Witch's telepathy. She could, however, read the minds of the guards stationed at its entrance. The Avenger could faintly hear through them the sounds coming from the dungeon. A pair of guards regularly checked on their prisoners even if the Keeper of the Keys decided to have the night off. Wanda realised something was afoot when an alarmed cry echoed from the dungeons. The accompanying image of empty cells was all sign the needed to join rest of the Company in its daring escape.

A red mist crept out from under Wanda's door. The eyes of the guards standing watch briefly glowed red before they collapsed to the ground unconscious. Wanda still quietly opened her door before fleeing towards the palace's eastern exit. One effect of Bilbo freeing the dwarves was Wanda having an easier path than expected. Tauriel had ordered many guards to join the search for the dungeon's escapees. The Scarlet Witch's path was still from clear though. Two guards remained at their post at the bottom of a flight of stairs. The Avenger again used her powers to the clear the way. The guards rushed up the stairs past Wanda after receiving a whiff of the Mind Stone's energies. Wanda thought they'd been the last obstacle between her and freedom.

After running down the stairs, Wanda turned left to a narrow bridge. The bridge led onto the ledge that she watched the barrels float away the previous morning. The Sokovian looked over her shoulder to make sure she wasn't being followed. Seeing no-one, she looked towards the walkway. Wanda suddenly had to stop upon seeing her path was blocked. She gave a startled cry given her telepathy had been unable to warn who it was.

"I'm impressed, Collgwend," Thranduil dryly praised her. "Your skill at mind-walking is worthy of Lady Galadriel."

The Elf-king stood in front of the walkway dressed as he was at the feast. Unlike the feast though, he was armed with a fine sword currently sheathed around his waist. Wanda was more troubled by Thranduil's remark about her powers. The Avenger felt she'd be incredibly discreet about her powers over the mind ever since coming to the Woodland Realm. Thranduil's uncanny intuition could make you wonder if he was a telepath himself.

"You knew?" Wanda had to know what had tipped him off.

"Why else would the forest want to separate you from the Company?" Thranduil revealed his thinking. "Remove the one person who could protect Oakenshield and his followers from its illusions."

A high-pitched note from a horn sounded from outside. Wanda could just sense it had been blown by Feren at the order of Legolas.

"That is the signal to close the water-gate," Thranduil imperiously informed Wanda. "Your friends' escape attempt has failed. I now insist you return to your chambers." He then arched an eyebrow in warning. "Perhaps you think you can get past me. I would only say my mind will be much harder to deceive than my guards'."

Thranduil unsheathed his sword in the blink of an eye and assumed a defensive stance. Even without her telepathy, Wanda could easily vanquish the Elf-king with her energy blasts and telekinesis. The problem was it would be tantamount to the Company declaring war on the Woodland Realm. Suddenly, Wanda sensed another means to escape. A means that both shocked and horrified her.

"You must let me go, Thranduil," Wanda desperately pleaded. "Especially if I'm to save your son."

* * *

Bilbo freed the dwarves after quietly stealing the keys to their cells. After some coaxing from Thorin, the dwarves each climbed into an empty barrel before Bilbo dropped them into the river via the cellar's trapdoor. It was only after this that the Hobbit realised his escape plan had overlooked his own means of escape. The upshot of it all found Bilbo now desperately clinging to Nori's barrel as they and the rest of the dwarves rapidly floated towards the water-gate. It was where the Scarlet Witch would meet them. However, there was no sign of the Avenger when Feren blew his horn. The detachment guarding the rampart promptly responded upon hearing the signal. One of their number ran up a small flight of stairs to the lever controlling passage through the water-gate.

"No!" Thorin cried in anguish as the sluice gate closed before him.

With their escape cut off, the barrels containing the dwarves piled into each other. The Elven guards unsheathed their blades in perfect precision. They were ready to take the dwarves back into custody. None of the guards were ready for the surprise attack now launched by Bolg.

One of the guards dropped dead into the river after being shot in the back with an arrow. Before the surviving guards knew it, waves of orcs began storming the walls to kill them. Bolg knew it would've been suicide to reach the Company by assaulting the palace. He instead planned to ambush them once they left its protective confines. With the Elven guards now killed, Bolg now carried out his next attack. He and multitudes of orcs burst out of the bushes lining the southern bank.

"Slay them all!" Bolg exhorted his subordinates to claim victory.

The orcs began throwing themselves at the congested dwarves. Bilbo was the first combatant to draw blood when he thrust Sting into an orc poised to kill Nori from behind. Dwalin showed his prowess at unarmed combat as he elbowed another orc in the face. The blow caused the orc's sword fall into Dwalin's grasp who used it to dispatch his attacker. Still, the Company only had moments before the orcs would overwhelm them. Kili was among those who knew the Company had to keep moving. Looking up, he spotted the lever controlling the sluice gate was now unguarded. Wanda had privately compared the young Dwarf's charm to her brother's. And just like Quicksilver, Kili didn't hesitate about grabbing an opportunity no matter how small it was.

Kili hoisted himself out of his barrel and onto shore in the manner of an Olympic gymnast. Seeing this, Dwalin tossed his orc sword to Kili who seamlessly caught it. A now armed Kili chopped down any orc and who stood between him and the lever. Unfortunately, his valour and skill attracted the wrong sort of attention.

Bolg grasped the longbow off his back and readied an arrow. This was no ordinary arrow though. Feeling in a sadistic mood, Bolg chose to bring down Oakenshield's nephew with a Morgul-shaft. These missiles acted similarly to the Morgul-blades infamously wielded by the Witch-king. Once a Morgul-shaft pierced the skin, its tip quickly dissolved releasing a sorcerous toxin into the victim's bloodstream. The toxin would cause even the strongest to die within days in excruciating agony. Bolg loosened the arrow just as Kili reached for the lever. The latter came to a halt the moment the Morgul-shaft penetrated his calf.

"Kili!" Fili cried in alarm at witnessing it.

Kili groaned before falling on his back with the Morgul-shaft still embedded. Bolg gave a grin of satisfaction believing the Company was now trapped. An orc charged forward to finish off the crippled Kili. No-one was more relieved than Kili when an arrow to the head stopped the Orc in its tracks. He looked over his shoulder at the northern bank where the arrow had been fired from. Other feelings stirred within Kili upon seeing his rescuer was Tauriel. The Captain of the Guard quickly exchanged glances with him before shooting another orc. Bolg felt annoyed more than anything at not having spotted her earlier.

"Kill her!" Bolg gruffly ordered his sub-ordinates. "Kill the She-Elf!"

Several orcs on the southern bank made to rush across the water-gate. They were unaware that the Wood-elves had organised an ambush themselves and Tauriel was simply the bait. The orcs had just taken a few steps when Legolas, Feren and several other light-armed Elves leapt out from the bushes just to their left. Tauriel's intended assailants were instantly killed in a volley of arrows. Legolas was about to lead a counter-attack when a familiar voice cried out from behind.

" _Legolas!_ " Wanda desperately warned him. " _It's a trap!_ "

The Scarlet Witch's arrival would normally would be cause for panic for any orc. But this was a skirmish of ambush and counter-ambush. Bolg put two fingers in his mouth and released a loud whistle.

A swarm of giant spiders silently launched themselves from the surrounding treetops. But these were no ordinary Mirkwood spiders. Through his alchemy, Ultron extracted a formula from giant spider cobwebs. It was a formula that caused those spiders to grow twice in size and black in colour. Their enlarged fangs also now dripped with a deadly green venom. Ultron dubbed his creation 'Super Spiders' in mockery of Project Rebirth. Bolg grinned with malicious expectation as the 'weapon' he'd been given landed among Legolas's force.

It was a measure of Super Spider reflexes that most of the Elves had no time to react despite Wanda's warning. One palace guard was instantly crushed as a spider descended on top of him. Another spider used its enhanced strength to spin a foe around in its legs before biting his neck. The guard was dead in seconds as the spider's venom rapidly overwhelmed even an Elf's constitution. This compared to another guard who two spiders tightly wrapped in their webbing. The spiders pulled on the end of their respective webs tearing their unfortunate victim in two. Even the Prince of the Woodland Realm was in danger of being overwhelmed.

Legolas shot a Super Spider in the eye with one of his arrows but the spider kept coming as if it had no more than a speck in the eye. He unsheathed Orcrist just in time to parry the spider's attack. Legolas followed by leaping on top of the spider before driving Orcrist through its head. It was the first Super Spider to be killed in combat. Such was the intensity and speed of the ambush that Legolas had forgotten who'd warned about it just moments before. The Scarlet Witch gave him a dramatic and devastating reminder.

Feren thought his end had come as a group of Super Spiders closed in on him. That was until the spiders simultaneously exploded after receiving a barrage of red energy. Wanda didn't even have time to acknowledge Feren's nod of appreciation. She quickly levitated and landed next to Legolas to fulfil her promise to his father. The Elf was still caught up in desperate hand-to-hand fighting. The Super Spider he was opposed to was proving harder to kill than the previous one. That was when the Scarlet Witch's telekinesis lifted the spider off the ground, allowing Legolas to gut it by running Orcrist down its length.

The rest of the Company were transfixed by the unnatural and deadly battle that was unfolding before them. This new breed of spiders terrified them even more than the ones that had caught and almost eaten them. Kili was no exception. He nonetheless willed himself made to finish what he originally started.

Kili stood up again with great exertion and pulled down on the lever. The sluice gate mechanically opened allowing the Company to resume its desperate flight. That included Kili who, despite falling on his back in pain, rolled off the ledge into an empty barrel. Further pain followed when the shaft broke off on contact with the barrel's edge. Bilbo and the Dwarves left the Woodland Realm behind as their barrels were pulled along the rapid and dangerous current.

Bolg wasn't overly concerned about his primary target getting away. With Ultron's spiders pinning down all but one of the defenders, the Orcs could pursue the barrel-riders unhindered.

"After them!" Bolg ordered his fellows to follow.

The orcs both sides of the river fled the scene as they began chasing the escapees. That included leaving the sole defender on the northern bank in their wake. It allowed Tauriel a moment's reprieve to take in the situation. She had been aware of the Super Spiders ever since they entered the fray. Unfortunately, Tauriel had been prevented from lending aid by the relentless orc attacks against her person. She now had to instantly weigh up to pursue the orcs or join the defence against the spiders. Despite the monstrous arachnids, Legolas at least had the Scarlet Witch was aiding him. The Dwarves – including Kili – had no one protecting them from the orcs. With some reluctance, Tauriel chose to jump down from the fortifications and began harassing the orcs racing along the northern bank.

More Super Spiders kept pouring out of the forest in a flow every bit as relentless as the river's. For centuries, it was the Wood-elves who attacked the spiders in their forest homes. Fuelled by Ultron's formula, the spiders were hell-bent on returning the favour with savage vindictiveness. The Scarlet Witch and Legolas fought alongside each other as they used their respective long-range attacks. The Avenger felt even Barton would struggle to shoot at the same pace as the Elf. Unfortunately, Legolas's quiver didn't contain any of the arrows found in Hawkeye's. Wanda, Legolas and Feren were the soon only defenders left as they desperately tried holding back the tide. The first sign of reinforcements was when one of the spiders fell after its left side pierced a multitude of arrows.

The Scarlet Witch's honesty was just as decisive a factor in this battle as her powers. Wanda admitting that she wanted to free the Company won her a measure of trust with Thranduil. It was why the Elf-king didn't doubt her warning about the imminent onslaught against his son. It also resulted in him sending in a company of palace heavy infantry to shore up the defence. A handful of infantry were armed with bows. Those guards kept firing as the rest engaged the foe with spear and shield.

Despite being better suited for melee, the heavy infantry fared little better against the Super Spiders than their lighter armed counterparts. Many heavies were caught unprepared as the spiders bit through their metal armour and shields. One guard was swept away after a spider tossed him into the river with its mandibles. The ultimate difference between the sides ended up being the Scarlet Witch. Thranduil's reinforcements eased the immediate danger to her person. Wanda now decimated the spiders at will with a combination of her energy blasts and telekinesis. After several minutes of quick and brutal combat, it was the Wood-elves who ended up holding the field.

The water-gate and its surrounds were strewn with the bodies of the slain. Not one Super Spider had survived the battle. However, Legolas couldn't even remember the Woodland Realm losing so many of its elite soldiers in a single day. It was a fact that Thranduil was brooding over as he arrived on scene. Thranduil was no coward. But nor would the Woodland Realm be helped by rashly throwing his life away. Venturing into battle unarmoured against the likes of Super Spiders certainly fitted his definition of 'rash'. The Scarlet Witch noticed Thranduil's sullen expression as he walked among his fallen guard. The Avenger walked up to him to provide what comfort she could.

"I'm sorry, Thranduil," Wanda gave her condolences.

The Elf-king instantly gave her an icy glare. Like Thorin, the Elf-king rarely forgave and certainly didn't forget.

"This changes nothing, Wanda Maximoff," Thranduil dismissed her sympathy and heroics with a cold fury. "You obviously had prior knowledge of your companions' escape but still chose not to tell me." He imperiously expelled the Avenger from his realm; "Lord Elrond may call you Elf-friend. But don't expect to find welcome here again."

Thranduil's words genuinely hurt Wanda. It seemed the King wouldn't tolerate the slightest challenge to his authority. Not friendship or even the life of his only son mattered as much to him. Worse, if Wanda remained in Middle-earth, the door to the Woodland Realm had now been slammed in her face. Hopefully it wasn't too late to farewell the closest friend she'd made during her time here.

A pained Wanda turned around and took flight with a burst of telekinetic energy. Neither she nor Thranduil noticed Legolas giving his father's attitude a disapproving shake of the head.

* * *

Bilbo clung to Nori's barrel for dear life as the Company was pulled along the rapids. Their escape route was no straight path. The river frequently twisted and bent along its course. Stomachs were in mouths as the water sharply dropped at frequent intervals. Barrel-riders frequently careened into each other due to the choppy waters. The Hobbit would've found these natural obstacles hair-raising enough. The pursuing orcs made the situation even worse.

Bolg led the pursuit along the south riverbank while his second, Narzug, led the north. Apart from the orcs in pursuit, Bolg had also placed orcs on both banks during the night. Orc arrows and spears whizzed over the barrel-riders' heads at frequent intervals. None of the escapees had yet been killed. But most of the barrels soon became embedded with the missiles the orcs kept peppering them with.

Throughout it all Tauriel frantically kept up what pressure she could on Narzug's detachment. Orcs were among those she had no qualms about shooting in the back. Tauriel kept loosening arrows while sprinting to keep pace with the waterborne Company. Orcs on the northern bank often turned around to engage her in melee. Tauriel quickly switched to her knives if an orc came to grips with her. The Captain of the Guard dispatched attackers within seconds. But the accumulated delays saw the gap between her and the barrel-riders keep increasing. It was why Bolg on the opposite bank considered her no threat to the trap he'd organised.

White water buffeted the barrel-riders just before the river sharply turned a bend. They had no warning about what just lay ahead. A low-hanging tree branch stretched across a narrow point in the river. Standing on top of the branch was a line of orc archers with bows at the ready. Thorin blinked in alarm as the Company were sitting ducks in their barrels. The orcs stood poised to fire a deadly volley. That was when a stream of red energy struck the water's surface resulting in a freak wave. The wave swept the hapless orcs off the branch before dragging them under the river's torrents to their deaths. Many of the Company gave a hearty cheer at having their witch again for the first time in days.

Wanda landed on the northern bank prior to delivering the barrel-riders from danger. With Bilbo and the Dwarves momentarily in the clear, she now aided her friend on land. Tauriel was just ahead of her. A trio of orcs charged at Tauriel from head-on. Their charge was instantly broken as a telekinetic burst of Wanda's ripped them to shreds. Looking ahead, the Scarlet Witch spotted Bolg in the distance on the opposite bank.

The Avenger's foiling of his trap hadn't gone unnoticed by the Orc. The pair briefly locked eyes with Bolg licking his lips at Wanda in a vile and contemptuous manner. A disgusted Wanda wanted nothing more than to disintegrate the tongue and the head it was part of. However, Bolg stood just outside the range of her powers. Events immediately saw her powers being needed elsewhere.

The dwarves had been unable to paddle or navigate their way downriver. Nori then had no chance of avoiding a small rock that lay directly in his path. Nori's barrel roughly shook on impact. The barrel's other passenger cried in panic as the force caused him to lose grip.

"Bilbo!" Wanda yelled in alarm as the Hobbit was swept away.

Unfortunately, Wanda's telekinesis didn't allow her to fly in the face of gravity like other Avengers could. She used her power to push up and bring herself down, leaping in a manner not entirely dissimilar to the Other Guy. The Scarlet Witch couldn't simply just fly in and snatch Bilbo to safety. Her telekinesis could still save the Hobbit though.

The Scarlet Witch propelled herself over several yards to get within range. After landing she immediately made to use her telekinesis to catch Bilbo. The Avenger's rescue effort was interrupted when a pair of orcs rushed up to kill her. Wanda promptly disposed of them with an energy blast. But the orcs' interruption resulted in Bilbo drifting out of range again. Wanda began to panic as the Hobbit started drowning. She frantically soared over an even greater distance landing within range again. More orcs swarmed towards the Sokovian. Wanda's telepathy told her to ignore them.

Orcs started falling one by one as Tauriel loosened her remaining arrows. She was currently at a loss to explain how a single halfling managed to avoid detection within Thranduil's palace. All that mattered was Wanda's frantic rescue efforts demonstrated a deep care for this 'Bilbo'. With Tauriel covering her, Wanda shot a stream of telekinetic energy at the Hobbit. To Bilbo it felt like a giant hand plucked him out of river before dropping him in an empty barrel. Having saved a close friend, Wanda quickly turned to save another.

With her arrows depleted, Tauriel was forced to use her knives. She quickly cut down any orc that opposed her. Narzug was an exception. The Orc decided to take out the She-Elf at range rather than come to grips with her. He inconspicuously crept a few paces and made to loosen an arrow. That was when Narzug was knocked out cold by a telekinetic burst to the face. Having taken care of the last immediate threat, Wanda took stock of the bank opposite. There was no sign of Bolg and his orcs nor could the Sokovian sense them with her telepathy.

"Where did the others go?" Wanda hoped her friend might know.

"They dispersed back into the forest after that wave of yours," Tauriel reported.

Part of Tauriel mused it was no surprise that the Scarlet Witch was highly regarded in Imladris. Elrond and his offspring could summon the Hidden Valley's surrounding waters against intruders. In this case, the intruders had to be let go. If only because Thranduil forbade pursuits outside the borders of the Woodland Realm. The only choice currently open to Tauriel was to advise and farewell.

"You should re-join your friends, Wanda," Tauriel jutted her chin in the direction.

Wanda had been mulling about going after Bolg and his orcs. That was until realising what she'd almost forgotten.

"Stay close to the river," Tauriel continued counselling her. "It'll protect you from the dark magic infecting the forest."

The Captain of the Guard then silently looked downriver with concern. Wanda instantly sensed why. There had been a genuine spark between Tauriel and Kili during the latter's captivity. The former was worried about the injury Kili had sustained at the water-gate. The Avenger chose to respect Tauriel's privacy as well as provide some assurance to what troubled her heart.

"I'll look after them," Wanda promised about the Company.

Kili wasn't the only member of the Company that Tauriel was sad to see leave.

"And take care of yourself, _mellon_ ," Tauriel confirmed their friendship.

The pair shared a quick but heartfelt embrace. Wanda remembered a phrase of Galadriel's.

" _Namarie_ ," she bid Tauriel in goodbye.

Tauriel gave a bittersweet smile as Wanda quickly flew eastward. The Sokovian disappeared on the horizon just as Narzug began to stir. Tauriel noticed the Orc's recovery out the corner of her eye. As far as she was concerned, the only good orc was a dead one. Her knives were pressed against Narzug's throat in a flash. Narzug received an equally sudden and surprising reprieve.

" _Tauriel! Dartho!_ " Legolas's voice rang out a few yards behind.

With the water-gate secure, Legolas went off in pursuit of Tauriel. His Elven swiftness as well as Wanda's clearing of the northern riverbank allowed Legolas to quickly catch up.

" _Uno hono. Ho hebo cuin_ ," he coolly ordered.

Tauriel stayed her hand with no small reluctance. Narzug was to be taken prisoner.

* * *

Ultron sat his right arm tethered to a metal barrel. Despite outward appearances, Ultron was no longer a machine as such. His base consciousness resided in his armour thanks to a spell of the Necromancer's. It meant the automaton was vulnerable in ways he previously wasn't. Ultron was currently siphoning a solution he'd developed that would provide some protection from Wanda's powers. The catch was the solution needed to be stored and filtered correctly. Otherwise, the slightest exposure to the outside air would neutralise its properties. Ultron consoled himself the solution had no better container and filter than him. His favourite amusement since coming to Middle-earth now joined him.

"What's that?" Azog pointed at the barrel.

"An acquired taste," Ultron told the Defiler to mind his own business.

The Pale Orc clenched his teeth as Ultron siphoned the last of the solution.

"You wanted to see me?" Azog testily got down to business.

Ultron untethered himself. Azog reflexively stepped back as the Lieutenant stood up in the blink of an eye. The Defiler briefly feared the automaton was going punish him for his attitude.

"I'd like your opinion on something," Ultron simply requested.

Azog followed Ultron into the dungeons of Dol Guldur. The dungeons were located deep within the hill the fortress was built upon. Azog needed to carry a torch given the dungeons were pitch black. He silently tried guessing why Ultron had brought him down here. The vast network of cells currently held only a single prisoner. The Pale Orc well knew the location of the prisoner's cell. But Ultron wasn't heading in that direction. Azog also ruled out he was being led into a trap. He and the automaton had at least one thing in common. They did their killing out in the open. Azog got his answer as the pair halted within a darkened torture chamber.

"I've been putting together a force of my own," Ultron revealed.

This struck Azog as odd given he'd been placed in charge of logistics. Even the lowliest Orc Warrior needed to be feed. The Defiler couldn't recall any supplies being directed to the dungeons.

"Why are they kept down here?" Azog expressed his confusion.

"I don't want anyone seeing them ahead of schedule," Ultron emphasised. "You're the first."

The Pale Orc thought it was about time the automaton showed him some respect.

"You want me to inspect them?" Azog concluded that's what his opinion was being sought on. "See if they're battle ready?"

"Something like that," Ultron casually confirmed.

Behind Azog's enthusiasm to help was a wily thought. It sounded like the Necromancer didn't know about this force. Any servant of his who tried keeping secrets from the Dark Lord invariably suffered his wrath upon discovery. What if Azog quietly told him about this force after inspecting it? It could result in Ultron being cut down to size, allowing the Pale Orc to take his old job back…

Ultron dimly illuminated the chamber with a raise of his hand. The force that was revealed made Azog abandon all thought of betraying Ultron. Azog's opinion about the force was writ large on his face – an opinion of pure terror. The force's creator was more than satisfied with the reaction.

"I'm glad you like them," Ultron wryly observed.

Azog shot him and angry and frightened look. Angry because Ultron was treating this as something of a practical joke. Frightened because not even the Necromancer had ever assembled such a force.

"Look on the bright side," Ultron glibly comforted the Pale Orc. "If they frighten you, imagine how much they'll frighten the enemy."

* * *

 **I made a few but minor changes to the Company's canonical escape. Ultron's spiders weren't just to challenge Wanda but also give her an opportunity to compare Legolas with Hawkeye. And as I try writing battles as realistic as possible,** **I couldn't imagine Thranduil changing into his armour quick enough to join the fight. It's also why** **Legolas and Bombur's respective feats downriver from the film are deliberately absent.**

 **History shows even the most benevolent of absolute rulers still have a bottom line. For most of the trilogy, Thranduil had no tolerance for any perceived undermining of his authority. I wouldn't count on being forgiven even if you save his son's life.**

 **The Scarlet Witch could certainly use her powers to free the Company by force. However, I'd be ignoring an important lesson from** _ **Civil War**_ **by letting her do so. None of the MCU Avengers can transcend the wider consequences of their actions. And Wanda's conscience is particularly acute in that regard. Thranduil's manoeuvrings keeping her away from the Company reflects another** _ **CW**_ **lesson. An antagonist with a sharp mind is arguably more dangerous than one with super powers (unless they've got both like a certain Mad Titan).**

 **Wanda's powers of flight in this story are based on Joe Russo's descriptions of them.**

 **And killing a white stag is considered bad luck across many cultures. Unfortunately it still doesn't deter people from trying.**


	16. Checkpoints

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

07/12/2016

Thanks readers for making another story of mine reach triple figures in reviews, favourites, and followers.

 **Ultra Battle99** : In relation to T'Challa, I assume you mean after his conversation with Zemo? IMHO that scene was one of the best character growth moments in the MCU so far.

 **Omegashark18** : A _very_ good question about Ghostrider that's hard for me to answer. If only because Tolkien's devout Catholicism is heavily reflected in his works. As exemplified by the Nazgul, selling your soul to a dark lord never ends well. But could it not be argued the Ghostrider (depending on the version) is another servant of the Secret Fire?

 **Theayonder, Jestalnaker9400 & imperator277**: Thanks for your kind reviews.

* * *

 **Chapter 16 – Checkpoints**

The day grew lighter as the barrel-riders floated along. After a while, the river rounded a steep shoulder of land that came down upon their left. Under its rocky feet, the current gradually came to a standstill. Many of the barrel-riders were paddling forwards with their hands. Thorin was a using piece of driftwood in the manner of a crude oar. No-one in the Company was more relieved than he to be leaving Mirkwood behind. In some ways, he was more anxious to get away from Thranduil than from those monstrous spiders.

"Anything behind us?" Thorin checked with those making up the rear.

"Not that I can see," Balin reported.

Ori happily added, "But there's something in front of us!"

Just ahead on land was a large slab of rock jutting out a bit into the river. The slab was located close to the mouth of the river. The older dwarves recognised the landmark even if they hadn't seen it in decades. They and the other barrel-riders were more cheered by the sight of the Scarlet Witch gently landing on top of it. The rest of the Company was a distance away from her in the middle of river.

"You need help?" she called out to them.

Everyone knew what assistance the Avenger was offering.

"Oh, if only to rest my arms a moment," Gloin puffed in confirmation.

Most barrel-riders chuckled in understanding and agreement. Wanda simply smiled before using her telekinesis. Streams of telekinetic energy wrapped around the barrels before she gently pulled them into shore. The barrel-riders wobbly set foot back on land. Unlike Wanda, Bilbo and the Dwarves were drenched from head to toe. The whole Company shared the same immediate concern though.

"Have we outrun the orcs?" Bofur asked its witch.

Wanda looked back up river along her flight path.

"For now," she regretfully informed. "Unfortunately, I lost sight of them."

Thorin knew the pursuing orcs wouldn't give up until he was dead. The Super Spiders' appearance was another warning to the Company. It would be hubris to rely just on the Scarlet Witch for protection. And not even the Avenger could prevent the quest from running out of time. Durin's Day was now less than a week away.

"Five-minute rest," Thorin ordered the longest break he felt could be afforded.

Many of the dwarves took the opportunity to drain the water from their boots. Kili, however, plonked down in pain from the arrow wound in his thigh. The thin cloth he'd applied was saturated in blood as much as water. Kili grimaced he'd been unable to stem the bleeding. Not to mention his discomfort hadn't gone unnoticed by someone's telepathy. Wanda walked over and knelt in front of him.

"I'm fine, it's nothing," Kili dismissed her concern.

"You still think you can lie to me?" Wanda wryly teased him.

An embarrassed Kili briefly smiled at the attempt to raise his spirits. It was then Fili joined the pair. Fili's concern was instant upon seeing his brother's wound.

"Can you heal him, Wanda?" Fili hoped her magic could help.

Wanda regretfully shook her head. If only Doctor Cho and her Regeneration Cradle was on hand to treat Kili. Thorin's nephew would have to make do with the same healer who looked after Wanda through Mirkwood.

"Oin," she got his attention. "Kili's leg needs binding."

The dwarves had their weapons confiscated. But the Elves had no concerns over their other possessions. The dwarves hadn't been relieved of their loose change from the troll cave. And Oin had also been allowed to keep his healer's bag. Wanda stood up as Oin began tending Kili's wound as best he could. Thorin glanced at his wounded nephew. Only the Scarlet Witch knew the depth of Thorin's concern behind his commanding tone.

"Hurry," the Dwarf King told Oin. "There's an orc pack on our trail; we need to keep moving."

"To where?" Balin argued it wasn't that simple.

Bilbo thought the answer was obvious given what he'd scouted atop Mirkwood's trees.

"To the mountain; we're so close," he said matter-of-fact

"A lake lies between us and that mountain," Balin implied it wasn't called the 'Long Lake' for nothing. "We have no way to cross it."

The Company's witch suddenly sensed otherwise.

"Oh, yes we do," Wanda disagreed sotto voce before looking at pile of rocks just right of her. "It's all right!" she called out. "We're not here to steal the barrels!"

Wanda's behaviour momentarily puzzled the rest of the Company. Understanding quickly came as a sharp-eyed man emerged from behind the rock with his bow at the ready. The black-haired man stood six-foot tall and wore a tattered sheepskin coat similar in colour to his brown eyes. He'd been stealthily approaching the Company from behind the rocks. Reading his thoughts, Wanda knew how shocked the man was at being found out. It wasn't surprising then the man's reply matched his grim demeanour.

"Good," he warned the Scarlet Witch. "Otherwise you're dead."

Many of the dwarves were tempted to attack the man after hearing this. To paraphrase what Gloin told Shagzo's corpse, nobody threatened their witch. One of the senior dwarves then realised Wanda had found a way for the Company to cross the Long Lake. Balin spotted just ahead a small barge docked alongside a wharf. He'd almost forgotten about where the Woodland Realm sent its barrels. Balin slowly approached the man with arms raised.

"Excuse me, but, uh, you're from Laketown, if I'm not mistaken?" he began negotiations. "That barge over there, it wouldn't be available for hire, by any chance?

The man cautiously lowered his bow. From experience, thieves usually fled after being caught red-handed. A band of robbers comprised of thirteen dwarves, a halfling, and a young woman was beyond even the tallest tale.

"And why would I hire it to you?" the man confirmed he was the barge's owner.

Some things were constant in Middle-earth. The work of bargemen was physically demanding over long hours with often unfair pay.

"Those boots have seen better days," Balin broached the topic. "As has that coat. No doubt you have some hungry mouths to feed. How many bairns?"

Until now, Wanda had never heard that word for 'children'.

"A boy and two girls," the bargeman revealed.

An increasingly confident Balin followed-up, "And your wife, I'd imagine she's a beauty."

Wanda reflexively shut her eyes upon feeling the bargeman's pain.

"Aye," he sadly reflected. "She was."

An awkward silence descended over the negotiations. Balin also felt guilty about his unwitting insensitivity. To his credit, that guilt was more driven by sympathy than concern the negotiations had been derailed.

"I'm sorry," Balin quickly apologised. "I didn't mean to- "

Unlike his brother, sensitivity wasn't Dwalin's strong suit. Especially with a pack of orcs on bearing down on the Company.

"Oh, come on, come on, enough with the niceties," Dwalin muttered a little too loudly.

"What's your hurry?" the bargeman heard him.

"What's it to you?" the gruff warrior parried the question.

He mightn't have encountered a band of thieves. But the bargeman was still unsure if they could be trusted let alone do business with.

"I would like to know who you are and what you are doing in these lands," he demanded.

Balin used the Company's official cover story. "We are simple merchants from the Blue Mountains journeying to see our kin in the Iron Hills."

The bargeman kept a straight face despite not believing a word of it. He sought to find the truth by having some fun.

"I suppose you're from the Blue Mountains as well?" he knowingly asked Wanda.

Wanda couldn't help but smile at the bargeman's playful teasing. Fortunately, she also had a more credible cover story than Balin's.

"No," she lightly laughed before showing Elrond's ring. "Wanda Maximoff, Elf-friend."

The bargeman gave the ring an impressed look.

"Elf-friend you are, Wanda Maximoff," he friendlily conceded. "At least you're not afraid to give me an honest answer."

Several dwarves gave the bargeman a dirty look at being called liars. Not to mention the Scarlet Witch seemed somewhat charmed by him.

"Allow me to return the favour then," the bargeman continued his charm offensive. "My name's Bard. And I'm sure you've told these merchants heading to Lake-town's a bad idea."

The bargeman's name was simply noted. All in the Company were far more concerned about his warning about Lake-town. It was the only location in the vicinity where they could seek refuge from the orcs.

"What do you mean?" Thorin asked, his voice tinged with concern.

"No one enters Lake-town but by leave of the Master," Bard referred to its vain and grasping ruler.

Wanda sensed what Bard was leading to. She nonetheless gave the bargeman an unsure look like the others. Thranduil's deduction notwithstanding, it was still to the Company's advantage that strangers didn't know the full extent of her powers.

"Why wouldn't we be allowed to enter?" Wanda feigned ignorance.

Feeling more relaxed about those around him, Bard quivered his arrow before walking down to the riverbank. He passed what the Company considered the one upside of the prolonged negotiations. Oin had been given extra time to better bind Kili's wound. Bard ran his fingers along the shaft of an arrow embedded in one of the barrels.

"I know where these barrels come from," he remarked aloud.

Wanda chose her words carefully. "The Elves aren't after us."

Bard looked at her with an arched eyebrow. The Sokovian silently cursed her luck for encountering another perceptive individual.

"I daresay things didn't exactly go smoothly with them either," Bard deduced before returning his attention to Thorin. "All the Master's wealth comes from trade with the Woodland Realm. He will see you in irons before risking the wrath of King Thranduil."

Wanda wouldn't deny the thought of a wrathful Thranduil was troubling even for her. Fortunately, her telepathy indicated others in Lake-town were willing to stand against injustice.

"But you'd risk it," Wanda insisted back.

Bard felt both proud and confused upon hearing this. Wanda's praise was sincere not flattery. He was nonetheless puzzled about the confidence behind Wanda's assessment.

"And what makes you say that?" Bard tried finding out more.

"I've a hunch you'd never turn away anyone in need," Wanda skirted around the issue.

Bard concluded Wanda was perceptive as she was fair.

"We need food, supplies, weapons," Thorin spelt out what was needed in this case. "Can you help us?"

As the Scarlet Witch sensed, Bard helping wasn't the issue. Lake-town's customs system was designed to support the Master's oppressive levels of taxation. It wasn't surprising a black market had developed in the town in the face of this. It was also a risky market to get involved in given the stiff penalties for being caught.

"You need a smuggler not a bargeman," Bard resumed bargaining.

Wanda's telepathy discovered the bargeman's price. She mentally transmitted it to Balin.

"For which we'll pay double," Balin offered.

Bard considered this a moment. "Accepted on one condition."

"What is it?" Thorin was anxious to get moving.

Wanda bit her lip to prevent herself from laughing. It was from sensing Bard's latest crack at the Company's cover story.

"I could sure use you merchants' help in loading these barrels," Bard conscripted them to work.

Several dwarves groaned in annoyance. Oin and Kili remained where they were as the others made for the riverbank. Standing next to them, Wanda privately compared Bard to Hawkeye and Legolas. A dry wit seemed to be a common trait of master archers everywhere.

* * *

Legolas and Tauriel soon returned to Thranduil's throne room with their captive. Narzug was forced to kneel before the Elf-king. Legolas restrained the prisoner from behind while pressing a knife against the Orc's throat. All Thranduil gave Narzug was a neutral look. Normally, the Elf-king considered it beneath him to interrogate prisoners. Thorin had been a rare exception. Despite their mutual disdain, Oakenshield was still a fellow monarch. A vile orc like Narzug didn't deserve to be in Thranduil's presence let alone be directly questioned by him. Like he did with Thorin's interrogation, the King of the Woodland began this one with a monologue both imperious and perceptive.

"Such is the nature of evil," he equated Bolg's attack with one of his closest held truths. "Out there in the vast ignorance of the world it festers and spreads, a shadow that grows in the dark. A sleepless malice as black as the oncoming wall of night. So it ever was; so will it always be. In time, all foul things come forth."

Legolas took his cue.

"You were tracking a company of thirteen dwarves," he directly put to Narzug. "Why?"

"Not thirteen; not anymore," Narzug cruelly gloated. "The young one, the black-haired archer, we stuck him with a Morgul shaft."

Narzug couldn't see Legolas or Thranduil given they were standing behind him. His eyes then shifted to Tauriel who stood facing the Orc. Narzug clearly saw the worried look on her face to the news.

"The poison's is in his blood," he tormented her with the details. "He'll be choking on it soon."

Tauriel struggled to maintain her cool. "Answer the question, filth."

"I do not answer to dogs, She-Elf!" Narzug spat back.

Legolas pushed the Orc a bit as Tauriel whipped out her knife.

"I would not antagonize her," Legolas dryly warned.

The prisoner was undeterred. Soon Orcs would be able to antagonise anyone.

"Why not?" Narzug snorted. "Like the Lieutenant says, peace doesn't mean quiet."

The information piqued Legolas and Thranduil's interest. They knew of the Necromancer. But they had been unaware of an entity called the 'Lieutenant' until now. Questions about why the Company had been attacked were now secondary. Tauriel had no such reflection. All she could think about was Kili suffering. Even Wanda's powers couldn't save him from what Tauriel knew about them. Still, the Scarlet Witch wasn't the only one who could avenge.

"You want peace, orc?" Tauriel mocked Narzug with his own words. "You know of quiet? Then let me give it to you!"

Tauriel lunged forward with her blade. She was forced to halt within an inch within Narzug's face.

" _Farn!_ " Thranduil sharply commanded.

The Elf-king was more than displeased. From Thranduil's perspective, Tauriel too often let personal feelings cloud her better judgement. A Captain of the Guard needed to act from the head not the heart. The Woodland Realm had to be guided by cold reality not compassion if it was to survive. It was something Tauriel needed to contemplate more carefully. If only because the Elf-king wouldn't tolerate any more lapses in discipline from her.

" _Tauriel, ego!"_ Thranduil promptly dismissed her _. "Gwao hi._ "

Even if he didn't understand Sindarin, Narzug noticed the tone of disapproval in Thranduil's voice. He snarled at his would-be assailant at how she'd been slapped down. All Tauriel could do was gather her dignity before departing in silence. Thranduil resumed the interrogation. It was a measure of the information supplied he felt compelled to directly address Narzug about it.

"I do not care about one dead dwarf," Thranduil said as Tauriel walked past him on her way out. "I am interested in this Lieutenant though. You have nothing to fear – "

"You have _everything_ to fear, Elfling," Narzug chortled in interruption.

Legolas was both angered and troubled by the blatant contempt shown to his father.

"What are you talking about?" he demanded to know. "Speak!"

Narzug was pleased he'd gotten under a second Elf's skin.

"Them spiders were just a taste of what the Lieutenant's cooked up," the Orc continued boasting. "Soon you won't even be safe behind these walls."

Thranduil resumed pacing the floor. He didn't even look at Narzug as he considered the latest piece of information. Experience told Thranduil that the Lieutenant couldn't be an Orc. When it came to weapons, orcs relied on the inventiveness of others. 'Others' usually meaning powerful users of dark magic. Thranduil's son pointed out something equally important about this new adversary.

"This Lieutenant," Legolas put to Narzug. "His very title implies service to someone of higher rank. Who is it?"

Legolas and Thranduil didn't know their captive was among a growing number of orcs who no longer saw Azog as their real leader.

"My master serves the One," Narzug unhesitatingly responded.

His back to the Orc, Thranduil's eyes widened upon hearing the 'One'. A chill ran up his spine upon deducing who was ultimately responsible for rising tide of evil out of Dol Guldur. Worse, Narzug noticed as if he'd cut open Thranduil's back.

"Do you understand now, Elfling?" Narzug taunted. "Death is upon you. Your extinction is upon you!"

Thranduil withdrew his blade and permanently silenced the orc in the blink of an eye. Legolas was left holding Narzug's severed head by the dreadlocks.

"Why did you do that?" Legolas expressed annoyance before tossing the head aside. "There was more the orc could tell us."

The captive's body shook from post-mortem spasms. Thranduil stilled it with a stomp to the leg.

"There was nothing more he could tell me," the Elf-king thought otherwise.

Thranduil sheathed his sword as he turned and walked away. Like Legolas, he would've liked to have known more about the Lieutenant. But Thranduil believed that threat was nothing compared to the Lieutenant's master. It was an error of judgement the King of the Woodland Realm would come to regret.

"What did he mean by 'your extinction is upon you'?" Legolas called out from behind.

"It means they intend to unleash a weapon so great it will destroy all before it," Thranduil answered before turning to face his son. "I want the watch doubled at all our borders," he ordered. "All roads, all rivers. Nothing moves but I hear of it. No one enters this kingdom, and no one leaves it."

Still the faithful son, Legolas moved to carry out his father's command. His first step was closing the palace gates. It was there Legolas learnt Tauriel had headed out alone.

* * *

Bard gently propelled his barge forward with a long pole at the stern. The fourteen barrels that had borne the Company stood on deck in neat formation. Bilbo and the Dwarves squashed themselves around them as best they could. Most of the dwarves were still peeved at Bard using them as unpaid labour not to mention his attitude. Wanda by comparison stood just in front of him, holding the starboard side of the hull for balance.

Silence reigned as the group journeyed east over the Long Lake. A pervasive fog greatly limited visibility. The fog and ice floes on the lake's surface indicated that winter was imminent. It reinforced to the dwarves that time was almost up to find the Hidden Door. Bilbo and Wanda were speculating if Gandalf would meet them like he said he would. The Company was suddenly startled out of their respective thoughts. Large stone ruins appeared out of the fog yards off the bow.

"Watch out!" Bofur reflexively shouted.

Bard changed course without the slightest degree of panic. The Company sighed in relief after the barge avoided collision. Most took in the gloomy remains of an ancient settlement as Bard adroitly steered between them. This compared to Thorin and Dwalin who gave the bargeman a dirty look.

"What are you trying to do, drown us?" Thorin criticised his piloting skills.

"I was born and bred on these waters, Master Dwarf," Bard dryly answered. "If I wanted to drown you, I would not do it here."

"Oh, I have enough of this lippy lakeman," Dwalin grumbled to his king. "Why doesn't the lass just make him jump overboard?"

The lass in question picked up every word.

 _The same reason I don't make you, Dwalin._ Wanda telepathically reproached him.

Dwalin gave her a grumpy look before resuming to speak with Thorin. The Scarlet Witch hadn't forgotten Galadriel's gesture to her in Rivendell. Telepaths could profoundly affect others in the most personal and intimate of ways. How far a telepath was willing to go greatly rested on how much their conscience would allow them. Mind games that disarmed or tricked a person were one thing. Those that traumatised or enslaved were another thing entirely. Particularly if the individual in question was of upstanding character. Like the Wise; the Avengers were supposed to use their powers to help such people not dominate them.

"Your friends aren't really the trusting sort, are they?" Bard ruefully observed to her.

The question interrupted the Scarlet Witch's thoughtful daze. It took the Avenger a moment to realise which group of friends the bargeman was referring to.

"They can take a while to warm to someone." She agreed about the Company before mischievously adding, "A few years from now, they'll probably be ready to give you their names."

"They're not all so bad," Bard lightly chuckled before jutting his chin at one. "Bilbo's friendly enough. He told me he's always wanted travel outside the Shire."

Wanda reflected if only Gandalf could've heard that. An outsider had verified the Grey Wizard's faith in Bilbo being part of the Company. Despite his outward appearances and protests, the Hobbit truly possessed the heart of an adventurer. It was why in future years Gandalf modestly claimed all he gave Bilbo was a nudge out the door.

"You've never met a Hobbit before?" Wanda guessed without her telepathy.

Bard shook his head. "I can't recall one ever visiting these parts."

"I've never been here either," Wanda prefaced a shared curiosity with Bilbo. "Is the Lonely Mountain as big as they say it is?"

The bargeman gave a good-natured smirk.

"You tell me," Bard directed her attention portside.

A parting in the fog revealed the Company's objective to the north in the distance. Wanda's gasped upon seeing the Lonely Mountain close-up for the first time. Erebor's majesty astonished her as much as Rivendell's tranquillity filled her with delight. Covered in snow, the mountain reached a height of more than two miles at the summit. The mountain was star-shaped with six ridges radiating as spurs from the peak. Some of Sokovia's mountains might be taller. But none of them utterly dominated the landscape like the Lonely Mountain did. Let alone having a vast kingdom carved into their interior.

The Scarlet Witch wasn't the only one spellbound by the sight of the mountain. The rest of the Company looked at it with an almost reverential awe. For the dwarves, their home felt close enough to touch. It was a home many of them had never seen before. The remainder had often wondered if they'd ever see that home again. The Hobbit who promised to help get it back brought their attention back to the present. Bilbo coughed and gestured his head toward Bard who had walked up to the bow to speak to them.

"The money, quick, give it to me," he urged them.

The Company had been emptying their pockets prior to the Lonely Mountain's appearance. All the coins they'd carried from the troll cave were neatly piled on the deck. The one exception was Gloin. Only after taking in the sight of Erebor did the Company's treasurer hand over his coin purse to Balin.

"We'll pay you when we get our provisions, but not before," Thorin dismissed the demand.

Like with any commercial agreement, the dwarves believed only a foolish customer paid for what hadn't been received. They'd forgotten smuggling was a murkier enterprise than trading on an open market.

"If you value your freedom, you'll do as I say," Bard directed their attention. "There are guards ahead."

Bilbo and the dwarves turned and saw Lake-town silhouetted in the fog. They also understood Bard's urgency. Smuggling required paying off the right people to keep their mouth shut. Balin scooped up all the coins before placing them in Bard's cupped hands. The bargeman needed something else from Bilbo and the dwarves besides money. Smugglers still had to hide their goods from prying eyes.

"Hurry, hide in the barrels," Bard told them.

Even if time was of the essence, Bard assumed the dwarves would demand to know why. He was therefore surprised when they all looked at Wanda instead. She gave them a firm nod as if to confirm the bargeman could be trusted. The dwarves and Bilbo then began climbing into the barrels without debate. Bard was still uncertain about Wanda's exact relationship with them. Even stranger was how quickly they accepted Wanda's judgement without her having to say a word. Wanda's title of 'Elf-friend' perhaps gave a clue. Maybe the group needed a mediator of sorts when dealing with Men and Elves? They certainly needed one – several of the dwarves had the people skills of a sledgehammer. The bargeman set aside such speculation as he docked at the fishing wharfs located outside Lake-town proper.

"Wait here," he told Wanda.

Wanda walked over to the barrels as Bard disembarked. He walked a short distance to one of the fishermen. Unlike the Scarlet Witch, the rest of the Company couldn't telepathically sense there was no cause for alarm. They began speaking in hushed tones.

"What's he doing?" Dwalin piped up about Bard.

Bilbo peers through a hole in his barrel. "He's talking to someone."

Bard pointed back at the barrels while talking to the man.

"And he's...pointing right at us!" Bilbo reported with rising alarm.

Wanda sensed the Company's reaction to this. She intervened to prevent them from leaping to conclusions that could end the smuggling operation before it even started.

"It's all right," Wanda assured them. "He's not selling us out."

"Then why are they shaking hands?" Bilbo wanted to know.

Bard and the fisherman were using the gesture to indicate agreement. The bargeman mightn't have sold them out. But Wanda's telepathy told her the Company still wouldn't like what Bard had negotiated.

"You might want to hold your breath," Wanda warned them.

The dwarves recalled Bilbo saying something similar in Thranduil's cellars.

"Not again," Bofur grumbled at the memory.

Instead of their barrels dropping into water, something was now dropped into their barrels. Bilbo and the dwarves spluttered in surprise as they each were buried under a pile of fish. Bard had bought the fisherman's whole catch to conceal the barrel-riders. Smuggling his remaining passenger into Lake-town would be far more difficult.

"The gatekeeper's a friend of mine," Bard quietly informed Wanda. "I can't say the same about the Master's men."

"Here then," she sought to help.

Wanda reached into her pocket and handed over her coins from the troll hoard. Bard thought she'd misunderstood what he was saying.

"Money's not the problem," he tried explaining.

Th Sokovian casually shrugged. "Consider it a tip then."

Middle-earth's definition of tip didn't include 'slang for a gratuity payment'.

"A tip?" Bard was baffled. "About what?"

The Scarlet Witch enigmatically smiled as she pulled up her hood.

"No questions asked," she replied.

* * *

A hooded Wanda sat on the raised section of the stern. Standing next to her, Bard began slowing the barge upon approach to Lake-town. The town was constructed entirely of wood and stood upon wooden pillars sunk into the bed of the Long Lake. Some of its outer towers looked decidedly ramshackle, as if the slightest nudge would see them fall. Wanda's attention though was more on the barrel containing Bilbo.

She hadn't heard even a whisper from the evil voice since the enchanted stream. Part of the Sokovian wanted to believe the voice had taken its best shot at her and had given up. More realistically, the voice was simply waiting for the right moment to strike again. It was then Wanda heard a self-pitying murmur from the barrel closest to her. Bard responded by giving the barrel a sharp kick.

"Quiet!" he sternly warned his smuggled passengers. "We're approaching the toll gate."

The said gate was large portcullis blocking the main channel into the town. All boat owners had to pay an annual fee to secure passage. Given the toll-gate was the only way into Lake-town for marine traffic, it was a lucrative income stream for the Master. Bard came to a full stop starboard alongside the gatekeeper's office.

"Halt!" the gatekeeper called out. "Goods inspection. Papers, please." He then saw who had stopped for inspection. "Oh, it's you, Bard."

"Morning, Percy," Bard greeted his friend.

"Anything to declare?" Percy asked as a matter of course.

"Nothing, but that I am cold and tired, and ready for home," Bard wearily answered before handing over his papers.

"You and me both," Percy agreed in understanding.

He took the bargeman's papers back into his office. Bard saw Percy as more than a friend. The gatekeeper was a very rare public official in Lake-town. Percy was one of the few who used their position to serve the people rather than line their own pockets. That included overlooking smuggled goods that would help the struggling townsfolk. Bard looked around warily – the Master's henchmen had no such civic spirit. Percy returned with his papers stamped and approved.

"Here we are," Percy held out the papers. "All in order."

"Not so fast," an officious-sounding voice sounded from the shadows.

Bard cursed his luck upon recognising it. A man dressed in a black robe and cap snatched Bard's papers out of Percy's hand. Alfrid Lickspittle was the Master's Deputy and probably the most loathed individual in Lake-town. An opportunistic sycophant, he was Percy's complete opposite as a public official. Most of Alfrid's time was spent harassing Bard who the Master (correctly) viewed as the greatest threat to his stranglehold on power.

"' _Consignment of empty barrels from the Woodland Realm_ '," Alfrid read the papers aloud. He then snidely observed, "Only, they're not empty, are they, Bard?

Alfrid tossed Bard's papers aside. It was the signal for a small armed contingent to step forward. The soldiers were led by their burly Captain, Braga. In a way, Alfrid and Braga reflected the experience most of Lake-town's citizens had with their government. Bureaucratic snobbery and crippling red tape backed up by strong-arm tactics.

"If I recall correctly," Alfrid continued as he stepped foot on the barge, "you're licensed as a bargeman." He picked up a fish from Bombur's barrel, not noticing the Dwarf's uncovered eye. "Not a fisherman."

Wanda had sensed Alfrid's entourage as soon as the barge had stopped by Percy's office. Alfrid reminded her of so many of the bureaucrats in Sokovia's regime. At times, Wanda hated them more than the elite they served. It wasn't so much about the bureaucrats' venality or the petty ways they exercised their authority. It was their moral cowardice in supporting a regime they knew to be unjust. For once, the victims of such cowardice could have a small victory. Wanda discretely placed her fingers over the starboard side of the hull.

"That's none of your business," Bard showed he wasn't intimidated.

Alfrid's eyes and those of his escort momentarily glowed red. If this confused Bard and Percy, what happened next completely stunned them.

"You're absolutely right, Bard," Alfrid politely agreed.

He put the fish back before promptly leaving the scene with Braga and his men. Bard and Percy looked at each other open-mouthed. Since when did Alfrid Lickspittle back down like this? The gatekeeper grabbed the opportunity before the Master's Deputy changed his mind.

"Raise the gate!" Percy called out to his lone subordinate.

Bard then realised something more strange about Alfrid's behaviour. He hadn't said a word about the barge's other visible passenger. Bard snapped his head in Wanda's direction. Wanda gave him an innocent look with hands folded in her lap. Remembering her 'tip', the bargeman didn't say a word as he piloted the barge through the opened gate.

There was something of an uncomfortable silence between Bard and Wanda as the barge progressed down the main channel. Of course, the former didn't have to say a word for the latter to know what he was thinking. Bard had little doubt Wanda played some sort of magic trick at the toll gate. Did her title of 'Elf-friend' indicate where she'd learnt it? The bargeman had no sympathy for Alfrid and his entourage. But magic-users could also be something of an unknown quantity when it came to scruples.

The Scarlet Witch silently noted all this. Bard's speculation reflected the delicate situation the Avenger found herself in Lake-town. She'd have to be careful with her powers in its tight and crowded confines. It wasn't just about the Company avoiding the attention of locals. Like Gandalf warned, the Necromancer had spies everywhere.

The barge finally reach its usual mooring spot. Bard tossed a line to an elderly docker who began tying it to a wooden bollard. After looking around, Bard started knocking down the barrels, its hidden passenger spilling out fish and all. Dwalin popped his head through the fish in his barrel. Even more grumpy than normal, Dwalin roughly shoved away Bard's helping hand. Wanda helped Bilbo out of his barrel, the Hobbit was covered in fish grease and slime like the dwarves.

The docker's amazement at the unexpected arrivals was more than apparent on his weathered face. He was also the last individual Bard needed to pay off. The bargeman slipped the old man a silver coin.

"You didn't see them, they were never here." Bard hinted before adding as a bonus, "The fish you can have for nothing."

Bard hurriedly led the Company away. Alone, the docker gave the fish a troubled look.

"I hope they're not Namor's," he muttered to himself.

Wanda remained hooded as the Company weaved its way through Lake-town's back streets and marketplaces. The Sokovian sensed herself being subjected to the same puzzled looks as the rest of the Company was receiving. Bilbo was equally curious about a town the likes of which he'd never seen before.

"What is this place?" he thought aloud.

For the Company's leader, it was a case of familiarity breeding contempt.

"This, Master Baggins," Thorin stiffly responded, "is the world of Men."

Thorin observation rang true to Wanda at a personal level. Lake-town was like a wood and thatched version of the Novi Grad she grew up in. Once beautiful buildings were now foundering and askew. The long bridge that connected the town to the mainland was in disrepair. Canals were filled with refuse, flies, and stench. The town's noisy atmosphere belied an underlying tone of despair. And most painful of all, the streets seemed to be full of beggars and ragged children. Wanda caught a glimpse of the Master's palatial home. Just like Sokovia's old regime, it wasn't enough for Lake-town's ruler to impoverish his people. He also rubbed their faces in it with ostentatious displays of the wealth that had been stolen from them. If it wasn't for the Quest of Erebor, the Scarlet Witch would've readily offered Bard her aid to free Lake-town from its ruling kleptocracy. A teenage boy, Bard's son, suddenly came rushing up to the Company.

"Da!" Bain breathlessly told his father. "Our house, it's being watched."

Wanda sensed this was all too common for Bard's family. The whole Company also knew it was impossible to enter Bard's house unnoticed through the front door. It was indicative of the pair's closer relationship that Thorin now saw Wanda's telepathy as an important tactical asset. He gave the Sokovian a knowing glance. The Scarlet Witch touched his mind, initiating the pair's first telepathic conversation.

 _Can you get us past them?_ Thorin came to the point.

The Avenger could hypnotise the spies no problem. Covering up the accompanying energy mists was another matter entirely.

 _Not unless you want everyone else knowing I'm a witch_. Wanda dryly described the catch.

Like any master archer, Bard was incredibly perceptive at picking up the smallest details. Including what seemed to be a silent exchange between Thorin and Wanda. His questions about the latter were increasing despite agreeing not to voice them. For now, Bard used a polite cough to gain Wanda and Thorin's attention.

"I know how to get past them," Bard referred to the spies outside his home before looking at Wanda. "Unfortunately, you're too big."

This remark puzzled Bilbo and the Dwarves. Despite Wanda being taller than them (not to mention her power), they instinctively saw her as gentle and delicate. 'Big' certainly didn't come to their mind when describing her. Wanda's telepathy told her the others wouldn't be too big on how Bard planned to sneak them past the Master's agents. She then had an idea about how to get herself past them. There was a gleam in Wanda's eye as she broached it to Bard.

"Are you up for some mind games?" she asked him.

* * *

Bard's two-storey home was like many such houses in Lake-town. The front door was on the second storey, reached via a tall flight of stairs. The door led into the living quarters while the first floor acted like a basement. The elevated design was necessary given the town was built on a body of water. Lake-town's network of canals allowed small boats to traverse between and around such houses. As such, the Master had placed a pair of spies in a row boat out the front of Bard's home. After receiving a prearranged signal from land, the pair cast their rods overboard if pretending to fish.

The spies quickly glanced at the walkway. Sure enough, Bard appeared from around a corner with a box of goods from the market. Two others accompanied the bargeman. The spies knew who Bain was. But they were unable to recognise the hooded and cloaked individual. The spies listened intently as the trio stopped at the foot of the steps.

"This is my home, milady," Bard revealed the third individual's gender. "I know a representative of Rivendell deserves better."

Only the greatest of discipline prevented the spies from looking at each other in surprise. Rivendell was Elven realm located far to the west over the Misty Mountains. There had been no visitors from Rivendell in these parts since well before the coming of Smaug. Some rumours suggested its ruler was even more powerful and wealthy than Thranduil.

"The Master's Deputy was supposed to meet me," the lady icily ignored Bard's humble courtesy. "I hope the Master hasn't forgotten my audience with him later today. Otherwise, I'll advise Lord Elrond to do business elsewhere."

One of the spies peaked a second look at the lady. Even if her ears couldn't be made out, the lady's facial features seemed delicate. Her finely crafted cloak, boots and leather bag were certainly of Elven make. As for the jewelled ring on her left hand – even those worn the Master paled in comparison. Coupled with her strange accent, there was more than a good chance this 'lady' was an Elf!

"I can tell the Master of your arrival, milady," Bard offered his services.

The lady gave a disdainful sniff as the trio began climbing the stairs.

"Diplomatic relations are beyond your wit, bargeman," she chided Bard. "These meetings are arranged months in advance. I won't see the Master a minute beforehand, nor do I wish to be disturbed. You understand?"

The theory this was an Elf gather momentum. Wood-elves usually displayed all sorts or airs and graces towards humans. An Elf from the Hidden Valley would certainly view a commoner like Bard as well and truly beneath them. If only because of the dismissive attitude Thranduil's representatives usually showed the Master.

"Perfectly, milady," Bard apologised.

The trio then entered the house. The spies looked at each other the moment they heard the door close. Both were thinking the same thing. The representative may be an imposter. But if she wasn't, and her anger at being stood up led to the Master losing a potentially large source of money…

The spies urgently began rowing to deliver their report.

* * *

 **The Master's House…An hour later…**

"You imbecile, Alfrid! You and Braga were supposed to intercept Bard! How could've you missed this Elf not to mention our appointment?!"

"I'm sorry, sire! I don't know!"

"If this blunder costs me a single penny of Elrond's you'll be boiled alive in fish oil!"

* * *

Tauriel nimbly halted atop to a rocky promontory at the end of the mouth of the Forest River. Lake-town was visible far to the north across the Long Lake. Tauriel had been relentlessly following the trail of Bolg's orcs ever since slipping out of Thranduil's palace. It had been an easy trail to follow. Scattered across the promontory were pieces of a deer that the orcs had shot and ripped apart. The sight compelled Tauriel to say a quick prayer for the unfortunate creature.

The orcs' trail indicated they'd crossed over to the riverbank opposite. Tauriel had no doubt they were headed to the bridge that connected Lake-town to the mainland. She turned her head slightly after hearing footsteps coming from behind. Tauriel whirled around quicker than a heartbeat with arrow nocked. The intruder standing several yards behind her had also drawn his bow.

"I thought you were an Orc," Tauriel engaged in one upmanship.

"If I were an Orc, you would be dead," Legolas met her challenge.

The pair shared a good-natured smirk as they lowered their bows. Even the best Elven warriors suffered from limitations.

"Tauriel, you cannot hunt thirty orcs on your own," Legolas observed.

"But I'm not on my own," she pointed out the obvious.

Legolas joined the dots. "You knew I would come."

Tauriel gave a sly smile of confirmation. Unfortunately, that didn't change the fact the Captain of the Guard had crossed a very big line.

"The king is angry, Tauriel," Legolas sternly told her. "For six hundred years, my father has protected you, favoured you. You defied his orders; you betrayed his trust." The Prince of the Woodland Realm then gently resumed his role as mediator between the two. "Come back with me...he will forgive you."

Tauriel wouldn't deny feeling guilty about her disobedience. Turning her back on the Company, however, would be nothing less than shameful.

"But I will not," she voiced her conscience. "If I go back, I will not forgive myself. The king has never let orc filth from our lands, yet he would let this orc-pack cross our borders and kill our prisoners."

"It is not our fight," Legolas faithfully argued his father's policy

"It is our fight," Tauriel insisted. "We should follow the example of Wanda and her friends."

Legolas knew 'friends' wasn't referring to Oakenshield and his followers. Tauriel wasn't the only one the Scarlet Witch had spoken about the other company she was part of.

"You mean the Avengers?" Legolas clarified before shaking his head. "Our people do not possess such power, Tauriel. Not even at our height."

"It is not about power but belief," she argued. "The Avengers are devoted to protecting those who cannot protect themselves. That's what makes them powerful. It's a belief Wanda's brother didn't hesitate to sacrifice himself for." Tauriel linked this to Legolas in a way that struck close to home. "Can you truly say your father's way is more noble than Quicksilver's?"

The conflict Legolas felt was plain on his face. For Tauriel, this was more than pressuring her friend to do the right thing. It was about Legolas deciding if he wanted to morph into the same calculating and heartless cynic as his father.

"When darkness threatened, the Maximoffs had the strength to set aside past grievances," Tauriel concluded. "Tell me, mellon, when did _we_ allow evil to become stronger than us?"

* * *

 **Hands up who spotted the SL cameo? And, no, it doesn't mean a certain sub-mariner will be making an appearance.**

 **The Company's interactions with Bard and entry into Lake-town in this chapter are different to canon. As with previous chapters, Wanda's presence offers the opportunity to shake things up. The Master's vanity and lack of self-awareness also gave me an opportunity to have a bit of fun.**

 **Tauriel and Legolas canonically conversed in Sindarin upon the promontory. Rather than re-invent the wheel, I preferred to just use the 'sub-titles'.**

 **On reflection, perhaps this crossover was inevitable for another reason. The real-life (anglicised) name of the castle in** _ **AoU**_ **is 'Fort Bard'.**


	17. The Wind of Fortune

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

22/12/2016

Compliments of the season to all readers.

 **KiyaNamiel** : Thank you and I'm glad you liked them. If only because 'gems' don't usually have positive connotations in either Tolkien or Marvel.

 **silmarlfan1** : The name was too good a coincidence or pun to pass up.

 **imperator277** : It was only to give SL an appropriate cameo.

 **Jestalnaker94000:** It would be very brave betting that a new realm wouldn't escape Thanos's notice for long.

* * *

 **Chapter 17 – The Wind of Fortune**

Bard closed his front door after following Bain and Wanda inside. Hopefully, Wanda's snobbish performance would blind the Master from what was really going on. It still depended on the spies outside falling for what they'd heard though.

"You think they believed us?" Bard quietly asked her assessment.

Wanda's eyes darted towards the door as if she'd heard something.

"Every word," she confidently answered.

Bard's hunch deepened about Wanda's 'tricks'. It was also something he happily set aside for now.

"Da!" Tilda, his nine-year old daughter, rushed up and hugged him. "Where have you been?"

Bard's eldest child, Sigrid, quickly followed suit.

"Father!" the teenager expressed her relief. "There you are. I was worried."

Wanda smiled bittersweet. The sight of an affectionate family was both a happy and sad reminder. Bard put down the box he was carrying on the kitchen table.

"Hopefully this will make up for it." Bard offered before telling his son, "Bain, get them in."

As her brother went downstairs, Sigrid's eyes widen at the box's contents. Not only were there more items than what her father regularly bought. The box also contained a small number of goods that regular townsfolk often had to do without.

"How could you afford these, Da?" Sigrid asked as she handled a jar of strawberry jam.

It was the perfect way to introduce their first visitor who also happened to be a very generous one. Despite getting past the tollgate without incident, Wanda insisted the bargeman keep the coins she gave him.

"You can thank our guest," Bard nodded at her.

Tilda inwardly gasped after Wanda pulled back her hood. Bard's youngest loved fairy tales and stories of magical and faraway places. She believed their beautiful guest could only be one thing.

"Are you a princess?" she honestly enquired of Wanda.

A smile burst across the Sokovian's face as well as being lost for words. Tilda's innocence moved Wanda more deeply than any Elven noble's charm. If only because Tilda's thoughts reminded the telepath of herself at that age. Before Wanda could reply, the rest of the Company now entered the house in a manner that could hardly be described as royal.

The back half of the bottom storey was exposed to the open air, the family's narrow rowboat could be found tied to its mooring. After looking around, Bain knocked on the wall near the toilet three times. Dwalin's head appeared through the toilet, which was open to the water below. The Dwarf's mood was as filthy as he felt.

"If you speak of this to anyone," he darkly warned the youth, "I'll rip your arms off."

Bain swallowed a nervous gulp as Dwalin began pulling himself out of the toilet. Like he had with Bain's father, Dwalin slapped away the offer of a helping hand.

"Get off," Dwalin growled as he stepped foot inside the house.

Bain anxiously pointed to the stairs. "Up there."

As Dwalin did so, the next to pop their head up through the toilet was Bilbo. The flabbergasted Hobbit said nothing as Bain helped him out. The rest of the Company soon began to follow.

"Da," a confused Sigrid began, "why are there dwarves climbing out of our toilet?"

Tilda believed another fairy tale was coming to life.

"Will they bring us luck?" she asked aloud.

The Scarlet Witch placed a friendly hand on the young girl's shoulder.

"It'd make a change, Tilda," the Avenger quietly mused to her.

* * *

Wanda took off her cloak and jacket before assisting Bard's family with the rest of their guests. Utterly drenched, Bilbo and most of the dwarves sat in front of the burning fireplace to warm themselves. As Sigrid boiled the kettle, Wanda and Tilda passed blankets out among the shivering. The Company's host hoped common sense prevailed over any need to display toughness.

"It may not be the best fit," Bard recommended they use the blankets, "but it'll keep you warm."

Bilbo didn't hesitate as he thanked Tilda for the blanket she gave him. Noticing this, Wanda went to the box and collected a small cloth-wrapped item. It was something she hoped would warm her friend's spirit. She crouched next to the Hobbit and gave it to him.

"What's this?" Bilbo was confused.

"I asked Bard to get it at the market," Wanda explained.

Bilbo gently unwrapped the cloth. Revealed was a small-stemmed pipe and a pouch of pipe-weed. The Scarlet Witch's motive was like the one Gandalf had observed of her brother.

"I know it's not like your other one," Wanda said of the pipe. "But after all you've been through, you deserve something nice."

Bilbo was beyond grateful. The Hobbit had forgotten to pack his pipe at Bag End in his rush to catch-up to the Company. Words couldn't describe how much he'd missed the simple pleasure of a relaxing smoke. He particularly missed not having one after the Company's many trials. Bilbo thanked his friend in inimitable style.

"For this, you can have my share of the treasure," he whispered in her ear.

Wanda lightly laughed before she stood back up. She then noticed across the room Thorin peering out a window with a troubled brow. Concerned, Wanda walked over to the Dwarf King.

"What is it?" she quietly enquired of him.

The Company's leader appreciated the Scarlet Witch choosing to ask rather than simply reading his mind. He directed her gaze towards a tall watchtower atop the Master's house. A ballista resembling a giant crossbow with four arms peered over the parapets.

"A Dwarvish Wind-Lance," Thorin described it.

The pair suddenly smelt a whiff of aromatic smoke. Bilbo had instantly used his gift; its soothing warmth counteracting the chill. He'd come to ask Wanda about the pipe-weed given its taste was a mix of the familiar and unfamiliar. That was until noticing what Thorin and Wanda were looking at. The former seemed unsettled by the sight of this 'wind-lance'.

"You look like you've seen a ghost," Bilbo casually observed to him.

Thorin knew the Hobbit's flippancy was unintentional. The Company's second-in-command saved his king from having to describe the wind-lance's traumatic significance.

"He has," Balin softly confirmed as he joined the trio. "The last time we saw such a weapon, a city was on fire.

 _Wanda was transported back in time through Balin's memories. The Dwarf was looking out from one the Lonely Mountain's southern parapets. Less than a mile away Dale was consumed in fire and smoke._

"It was the day the dragon came," Balin continued. "The day that Smaug destroyed Dale. Girion, the Lord of the city, rallied his bowman to fire upon the beast."

 _The Scarlet Witch now got her first proper glimpse of the infamous dragon_. _Until now, she thought a Chitauri Leviathan looked menacing. Smaug had to be at least one hundred and fifty long with a wingspan of even greater length. The dragon unleashed a torrent of flames as he attacked Dale from above. If arrows were being shot at Smaug, they didn't seem to make any difference._

"They couldn't kill him," she deduced aloud.

The Company had come to understand Wanda's telepathy was attuned to strong emotion. Balin knew the reason for her remark and felt somewhat guilty for being the cause. As far as he was concerned, the Sokovian had been exposed to enough trauma in her young life as it was.

"No, they couldn't, lass," Balin gently confirmed. "See, a dragon's hide is tough." He used something Wanda told him to make her understand. "Tough like your good Captain's shield. Only a black arrow, fired from a wind-lance, could have pierced the dragon's hide, and few of those arrows were ever made. His store was running low when Girion made his last stand."

 _Through the smoke, Wanda saw a wind-lance perched atop a stone tower. She couldn't make out Girion's face. But she did witness him firing two long metal quarrels in succession. Both times, the black arrows struck and deflected off the dragon. Smaug dived as his attacker reloaded, striking the tower with his full weight. Girion fell to his death as the tower collapsed to the ground._

Thorin finally found the strength to talk about the matter. His words reflected a common opinion shared by Durin's Folk.

"Had the aim of Men been true that day," he bitterly lamented, "much would have been different."

The retelling of Girion's last stand hadn't gone unnoticed by the Company's hosts.

"You speak as if you were there," Bard implied to Thorin.

"All dwarves know the tale," Thorin fudged the truth.

"Then you would know that Girion hit the dragon," Bain strongly insisted. "He loosened a scale under the left wing. One more shot and he would have killed the beast."

Dwalin released a patronising chuckle. "That's a fairy story, lad. Nothing more."

Tilda was confused how such a horrible battle could be described as such. Wanda's telepathy though was drawn towards Bain. His underlying emotions easily revealed why he'd been so keen to defend the Lord of Dale's reputation. Wanda's eyes widened – Bard and his family were Girion's direct descendants! Fortunately, no one seemed to have noticed her reaction. Adopting a straight face, Wanda opted to keep her discovery private. The quest had already lost enough time due to decades-old slights and disputes.

"You took our money," Thorin reminded Girion's heir. "Where are the weapons?"

"Wait here," Bard said after a beat.

The room broke into several conversations as Bard went to fetch the weapons. His eldest daughter was no exception. Sigrid was bursting with curiosity as she spoke to the Scarlet Witch. Fashion was of interest here as much as on Earth.

"Excuse me, Lady Wanda," Sigrid began. "But is yours a silk shirt?"

Wanda gave an encouraging nod. "You can touch it if you like."

Sigrid smiled as she slowly ran a hand down the Avenger's sleeve. As Wanda's telepathy sensed; the teenager had never handled the material before. In ages past, silk was traded in abundance in Esgaroth. Now it was prohibitive luxury to nearly all Lake-town's population.

"It's so soft," Sigrid described its touch.

"It's from the Hidden Valley," Wanda revealed its source.

Tilda had sidled up to the pair. Her eyes lit up upon hearing the location.

"You're also friends with Elves!" she said to Wanda.

Tilda believed Elves weren't just the fairest of folk from the stories she'd heard about them. They were also kind and friendly to all who visited their magical kingdoms. Thinking of Thranduil, the Scarlet Witch tried not robbing Tilda of her innocence.

"Well…with some of them," Wanda awkwardly answered.

Bard returned with a long bundle strapped across his shoulder. The bundle's cloth wrapping was saturated from being hidden underwater. For the bundle's contents were akin to high treason under the Master's laws. Bard placed it on the table before unwrapping it. Revealed was an assortment of home-made weapons. The dwarves picked them up with a heavy sense of disappointment.

"What is this?" Thorin scorned the offer.

"Pike-hook," Bard described the weapon he was holding. "Fashioned from an old harpoon."

"And this?" Kili asked about his.

"A crowbill, we call it, fashioned from a smithy's hammer," Bard calmly sold its virtues. "It's heavy in hand, I grant, but in defence of your life, these will serve you better than none."

Wanda mused even Stark would struggle to persuade the dwarves these weapons represented a good deal. Particularly to the Company's treasurer. Having given Bard their last coins, value for money was more important than ever.

"We paid you for weapons," Gloin testily dismissed the bundle's contents. "Iron-forged swords and axes!"

"It's a joke!" Bofur indignantly agreed.

Bofur dropped his weapon back on the table with a disrespectful clatter. The other dwarves quickly repeated the gesture. Bard was getting fed up with their attitude. Beggars couldn't be choosers – least of all somewhere like Lake-town.

"You won't find better outside the city armoury," Bard told them it was the best he could do. "All iron-forged weapons are held there under lock and key."

Thorin and Dwalin exchanged a knowing glance. The Scarlet Witch instantly sensed their plan and wondered what Gandalf would do in her position. Others in the Company also had concerns about pressing their luck.

"Thorin," Balin began arguing. "Why not take what's been offered and go? I've made do with less; so have you."

Wanda wondered if it was due to old age. But it was the second time that Balin had inadvertently let slip about something the Company was trying to hide. Worse, her telepathy sensed Bard had noticed the slip as well.

"I say we leave now," Balin firmly suggested.

"You're not going anywhere," Bard similarly ruled out the idea.

Dwalin chocked with rage. "What did you say!?"

Bard was well acquainted with how the Master's spy network operated.

"There's spies watching this house and probably every dock and wharf in the town," he told the Company to stay put. "You must wait till nightfall."

The dwarves grumbled in acknowledgment their host was right. Wanda's eyes followed Bard as he quietly stepped outside the front door. Bard wanted privacy to try and recall why the name 'Thorin' sounded familiar. The Dwarf in question called the Scarlet Witch over for a private word. The Avenger's telepathy was very helpful when it came to planning. For one, it saved Thorin from having to explain something to her.

"You know what we plan to do?" he referred to his and Dwalin's unspoken idea.

"Break into the armoury?" Wanda checked to be sure.

"Apart from weapons, we'll also need a boat," Thorin confirmed. "I want you and Bilbo to go to the docks and get one. The rest of us will meet you there."

The Avenger's telepathy was also invaluable at detecting any hidden snags in a plan. One took the form of Bain stepping outside to check on his father.

"Two problems," Wanda began.

"What?" Thorin asked

"Bard suspects who you really are," Wanda spoke the first before looking in the direction of what her telepathy sensed. "He's just gone to check. There's an old tapestry with your family tree on it."

The pair looked at the front door as Bain came back inside. He'd been told not to let the Company leave during his father's absence. The Company knew Lake-town's authorities had no love for the bargeman. What if they arrested Bard on his way to the market and forced him to talk?

"We have to leave now," Thorin concluded.

"Which leads to the other problem," Wanda reminded him.

"Spies?" Thorin assumed.

The Scarlet Witch shook her head. "I can take care of them."

"What then?"

Wanda directed his attention across the room with a subtle jerk of the head. Kili sat on a couch wincing while checking his bandage. The Avenger's power sensed Kili's discomfort even if it couldn't diagnose the cause. His uncle grimly looked at him before formulating a plan. With Bain stoking the fireplace, Thorin jutted his chin at Bard's other children.

"Can you keep them occupied?" he asked of Wanda.

The Sokovian didn't have to ask why. Thorin wanted to discreetly order the rest of the Company to ready themselves. That included getting Oin to tighten Kili's bandage. Wanda joined Sigrid and Tilda who were preparing dinner. The older sister was seasoning a chicken with some of the herbs her father had bought.

"I can't thank you enough for all this, milady," Sigrid enthusiastically told the Sokovian. "It's been ages since I've cooked with black pepper."

Wanda would've personally liked to have thanked Bard's family for their hospitality. Looking at the chicken, she regretted there wasn't the time nor paprika to cook them a favourite dish of hers.

"Can you stay for dinner?" Tilda hoped Wanda could. "I know Da would like you to."

Sigrid knew what her sister was up to.

"Tilda!" she simply chided.

"It's alright," Wanda quickly assured Sigrid no offence had been taken.

The Scarlet Witch's telepathy picked up this was more than just a young girl's attempt at matchmaking. Tragically, Bard's wife died not long after giving birth to their youngest daughter. The surviving members of the family dotted on the new arrival to this day. Deep down, however, Tilda yearned to have a mother-figure in her life.

"Well, I am tempted, Tilda," Wanda said before leaning down and whispering in her ear. "Between us, your father's more handsome company than these dwarves."

Tilda's hand flung to her mouth as she giggled at Wanda's private joke. A smiling Wanda then went downstairs as if going to use the toilet. Her real intention was to ensure the Company's departure went unnoticed by the authorities. After checking no one was watching, the Scarlet Witch dipped her fingers in the water at the rear of the home. A red stream of hypnotic energy snaked its way back under the house beneath the surface of water. As ordered by their handler Colbert, the spies in the boat had resumed their vigil out the front. The pair abruptly nodded off with the land-based spotter following suit a moment later. Wanda went back upstairs and gave the Company's leader the subtlest of nods.

"Go!" Thorin shouted.

His plan caught the children were completely by surprise. Bilbo and the dwarves grabbed what they could before rushing out the front door.

"Wait!" Bain desperately tried recalling them.

The youth made to chase but his path blocked by the Scarlet Witch. Bain's greatest fear wasn't an altogether uncommon one across worlds and races. Like many sons, Bain was terrified of disappointing the father he idolised. Wanda's action was as much putting herself between Bain and that fear.

"You can tell your father I stopped you," she provided him a defence.

Bard's children had inherited his being quick on the uptake.

"You're not leaving too?!" Tilda was aghast.

Wanda wanted to say they'd see each other again. But after what happened to Pietro; it was a hope she found difficult allowing herself let alone giving it others. Her next words represented an uncomfortable compromise between the two.

"Here," Wanda reached into her bag and passed her Elven comb to Tilda. "You look after it for me while I help these dwarves."

After planting a comforting kiss on Tilda's forehead, the Scarlet Witch grabbed her effects and rushed to join the Company.

* * *

Bard sprinted back home prepared to confront the Lord of Silver Fountains. For all his stubbornness and subterfuge, Thorin seemed honourable to his fingertips. Bard hoped to reason with him, one respective heir to another. Surely Thorin's conscience wouldn't allow Lake-town to suffer what had been prophesied? After bursting through his front door, the only ones waiting for Bard was his own children.

"Da!" Bain urgently started. "I tried to stop them– "

"How long have they been gone?!" Bard indirectly told his son not to blame himself.

Bard then noticed something out the corner of his eye. Tilda was seated on the couch, brushing her doll's hair with a pearl-inlaid silver comb.

* * *

The Company hid in a clothier's warehouse until nightfall. Fortunately, the clothier was currently out of Lake-town on business. Otherwise, he would've been furious at how Bilbo and the dwarves helped themselves to his merchandise. They agreed with Wanda's suggestion to 'send him a cheque' after she explained the phrase.

As night fell, the dwarves headed for the armoury as Bilbo and Wanda made their way to the docks. The pair carefully navigated around Lake-town's corners and back alleys to avoid being spotted. That included pressing their backs against a wall as a patrol marched by. Fulfilling Gandalf's observation at Bag End; the Hobbit was becoming very good at passing others unseen. The Scarlet Witch didn't have to use her powers to remain inconspicuous. Growing up homeless under a dictatorship forced one to become streetwise very quickly.

The pair hid behind a jumble of boxes and crates upon reaching their objective. An assortment of small vessels was haphazardly moored throughout the docks. Wanda and Bilbo immediately began assessing which boat the Company should take.

"Those are unguarded," Bilbo whispered about those closest to them.

The Scarlet Witch didn't want the Company to steal from Lake-town's less fortunate if it had the choice.

"Which means they're the townsfolk's," she correctly deduced. "We'll take one of the military's."

Looking between a gap, Bilbo noticed a pair of guards at the end of a pier. They were guarding a flotilla of sturdy-looking boats used to transport Lake-town's soldiers.

"I assume they'll be having an early night?" Bilbo knowingly put to his telepathic friend.

"Perhaps they'd be interested to know about cooking dwarf?" Wanda responded likewise.

They shared a soft laugh about past mind games before being serious again.

"I'll wait until I can sense Thorin and the others," Wanda informed about timing.

Bilbo was more concerned about location.

"I still think we should've gone with them," he referred to the armoury heist.

"I sensed the thoughts of the soldiers that passed us," Wanda revealed. "They've all been given the spies' description of me. We won't slip out unnoticed if I go where there's lots of soldiers."

The Hobbit was puzzled. He'd seen first-hand the types of enemies Wanda had vanquished. Enemies far more dangerous than the Master's armoured thugs.

"Even with your powers?" Bilbo voiced his confusion.

Gandalf was correct about Wanda valuing life. The thought of killing even the most depraved human being troubled her. And her telepathy still wasn't at the stage where she could selectively wipe a person's memory let alone dozens of individuals' all at once.

"Suppose I hurt some of them," Wanda hypothesised about the heist meeting armed resistance. "They all know whose house I was at. As we're escaping to the mountain, what do you think would happen to Bard and his family?"

The Hobbit contemplated this with a grim twitch of the nose.

"Besides," Wanda tried cheering him. "The dwarves have already been captured three times on this quest – they're due a break."

Bilbo smirked at this until he noticed something over the Sokovian's shoulder. Wanda looked in the direction to see what had caught his attention. The spaces between buildings revealed a torchlit column of soldiers marching towards the Master's house. They seemed to shoving forwards a group of recalcitrant prisoners. A large and noisy crowd of onlookers followed in their wake.

"The dwarves?" Bilbo wearily guessed the source of the commotion.

Wanda's telepathy instantly found the answer.

"Yep," she similarly confirmed.

* * *

The dwarves reached the armoury with little problem. Kili was among those who broke inside to steal the weapons. But while he could deny to others (including his uncle) the pain from his wound, he couldn't deny the consequences of the pain. Kili started walking down a flight of stairs carrying a heavy bundle of weapons. But his wounded leg gave way, causing him to tumble down the stairs with a cry. The weapons fell from his grasp with a loud clang. Braga and his men apprehended the dwarves within moments of hearing the commotion.

Braga chose to bring the intruders straight to the Master. Both because of the nature of the crime and the intruders themselves. Apart from a mysterious Elf, rumours had also spread that a fierce company of dwarves was at large in Lake-town. Stories started spreading among the commoners that the Prophecy of Durin's Folk was about to be fulfilled. The impoverished population was desperate for any glimmer of hope that better days lay ahead. It was why a large throng followed Braga and his men as they escorted their prisoners through the streets. The mass of people finally halted before the steps of the Master's house just as it began to lightly snow.

Alfrid peered out the door to see what the commotion was. After seeing the crowd, he closed the door and went to fetch the Master. A short time later, guards opened the doors again. Lake-town's ruler stormed outside still putting on his coat. A slovenly man, the Master was both gross and greedy in his appetites. Filth adorned his robes, old food his moustache and beard; and the heaviest brocades adorned his capacious frame. The only thing that topped his love of gold was what he could buy with it – rich foods, expensive wines, and jewellery beyond ostentatious. He stood at the top of the stairs with Alfrid to his left on the step below.

"What is the meaning of this?" The Master demanded both confused and flustered.

The Master had been on tenterhooks ever since hearing about Lake-town's mysterious Elven visitor. Time slowed to a painful crawl as afternoon turned into evening. Spies reported no sign of Elrond's representative ever since she entered the troublemaking bargeman's house (the Master still dare not disturb her). A group of thirteen non-descript dwarves was the last thing he wanted to deal with.

"We caught 'em stealing weapons, sire," Braga explained their presence.

The Master's mood improved somewhat. At least his security system was still working.

"Ah," he smugly inferred. "Enemies of the state, then."

As always, any observation of the Master's received his Deputy's obsequious support.

"This is a bunch of mercenaries if ever there was, sire," Alfrid observed, silently hoping Bard was the one who hired them.

All the dwarves had been silently asking the same question since being captured – _Where was Wanda and Bilbo?_ They were hoping the pair would again be their unlikely rescuers. But no Dwarf fled from any insult to their honour. Even if the cost of standing one's ground included secrecy.

"Hold your tongue," Dwalin rebuked their accusers. "You do not know to whom you speak." He proudly gestured at his king. "This is no common criminal," Dwalin before raising his voice for all to hear. "This is Thorin, son of Thrain, son of Thror!"

Thorin stepped forward and gave Dwalin's shoulder an appreciative squeeze. The revelation threw the Master as well as how crowd murmured in amazement. There were always rumours about the King under the Mountain's imminent return and how rivers of gold would again flow from the Lonely Mountain. The Master dismissed such rumours as poppycock by the ignorant rabble. If the phrase existed in Middle-earth, this was an urban legend that had dramatically come to life.

"We are the dwarves of Erebor," Thorin resolutely confirmed. "We have come to reclaim our homeland."

The Dwarf King paused to gain the attention of all present. His ability to lead and inspire wasn't limited to small units.

"I remember this town and the great days of old," Thorin recalled a time of peace and prosperity. "Fleets of boats lay at harbor, filled with silks and fine gems. This was no forsaken town on a lake! This was the centre of all trade in the North."

Even the town's oldest citizens barely remembered Esgaroth before the coming of the dragon. The period wasn't fondly looked upon just because of its wealth. Lake-town's citizens ached to enjoy the same freedoms as their forebears. The Master had used the threat of Smaug as the reason for suspending them.

"I would see those days return," Thorin played the statesman. "I would relight the great forges of the dwarves and send wealth and riches flowing once more from the halls of Erebor!"

The crowd nodded and clapped their approval. For many, it was the first real hope they felt in ages.

"Death!" a lone voice dissented after the applause subsided.

A nervous hush descended as all recognised it. Bard had rushed to the Master's house as soon as hearing who had been arrested. Such was Bard's standing among the people, none of the soldiers stopped him as he strode up to Thorin. The bargeman began the conversation he originally wanted to have with Thorin in private.

"That is what you will bring upon us," Bard argued what the people would most likely receive from the quest. "Dragon-fire and ruin. If you awaken that beast, it will destroy us all."

Having come so far, nothing could deter Thorin from claiming his destiny now. It would make a mockery of all the Company had sacrificed and experienced along the way.

"You can listen to this naysayer," Thorin spoke directly to Bard's peers "but I promise you this. If we succeed, all will share in the wealth of the mountain. You will have enough gold to rebuild Esgaroth ten times over!"

The dwarves noted how the crowd cheered in excitement. In the battle for hearts and minds, the Company's leader was gaining the upper hand. The Master's Deputy was still concerned this might be some elaborate scheme of Bard's to seize power.

"Why should we take you at your word, eh?" Alfrid cynically put to Thorin. "We don't know nothing about you. Who here can vouch for your character?"

The crowd's euphoria abruptly dissipated into silence. As much as they hated to admit it, Alfrid had a point. What if these dwarves were little more than con artists? Most of Lake-town's residents had never seen a Dwarf let alone know if it was Thorin Oakenshield in their presence.

"I can," a young woman said from the crowd.

All present watched in silence as a hooded individual made her way forward. She threw back her hood after standing near Thorin. It resulted in a multitude of gasps and puzzled whispers. The dwarves were simply happy to have their witch back.

"Miss Wanda!" Dori softly expressed their relief.

The Scarlet Witch had hidden among the crowd with little difficulty. Many of the women present had covered their heads in hoods and shawls in response to the falling snow. Wanda tried tuning out the Master's lecherous thoughts as he gazed at her Elven attire.

"I'm the Elf-friend you've been looking for," she coolly told him.

Any goodwill she had for the Master quickly evaporated.

"You're just a girl," Alfrid scoffed at her credibility.

Wanda's eyes flashed in anger. With Thorin announcing himself, the Company's need for secrecy was now moot. The Avenger chose to claim what she'd been called in Middle-earth for her own - as well as warning Lake-town's regime its days were numbered. Wanda cast off her cloak and surrounded herself in an aura of red energy.

" _I AM WANDA THE SCARLET!_ " she declared, her voice echoing in the minds of all present. " _Sister of Pietro!_ _Friend of the Wise!_ " Wanda channelled Gandalf as she answered Alfrid's initial question. " _And if I say Thorin Oakenshield is King under the Mountain, then King under the Mountain he is!_ "

The Scarlet Witch's aura quickly faded along with any doubts about Thorin's identity. A cacophony of frightened and troubled cries erupted in all directions. Some, like the Master and Alfrid, were frozen in terror. Braga and his soldiers were too stunned to make any move to protect them. Even the dwarves found Wanda's display far more frightening than Gandalf's in Bag End. Lake-town's most courageous resident made to show he wasn't intimidated. Bard finally voiced the question he'd been paid not to ask.

"Because you can read and control the minds of others?" he put to Wanda. "How do we know that's not what you're doing now?"

The Master's face went pale at the revelation. Bard didn't believe the Scarlet Witch was evil. But the fact was she was still part of the Company and its quest to reclaim the mountain. Now it was the Avenger's turn to receive an unexpected character reference.

"Because Wanda's not like that!" Bilbo sprang to her defence.

Wanda had told the Hobbit to hide before she spoke in Thorin's defence. Bilbo used the chaos caused by her display to slip through the crowd and join the rest of the Company. The sight of another strange visitor saw the crowd's fear turn into curiosity.

"Wanda's been with us from the start," Bilbo referred to the unexpected party in his home. "She wasn't even supposed to be part of this quest. But she's helped and saved our lives without asking for anything in return. You couldn't meet a kinder person nor truer friend." The Hobbit concluded by providing two references at once; "You can trust Wanda with her magic like you can trust Thorin with his word."

Wanda wasn't the only one moved by Bilbo's heartfelt words. They also caused a groundswell among the crowd. If a halfling wasn't afraid of a powerful magic-user, why should they be? Their own courage began to stir their own again. Surely the dwarves would reclaim their home with the aid of this 'Wanda the Scarlet'? And once the dragon was destroyed, she could then help liberate Lake-town of its ruling elite. Bard guessed what many of his fellow residents were thinking. They believed they would soon regain their liberty easily. Bard would've agreed with a deeply held belief of Captain America's. As exemplified by Girion, the cost of freedom was always high.

"All of you!" Bard desperately tried drawing their attention to it. "Listen to me! You must listen! Have you forgotten what happened to Dale?! Have you forgotten those who died in the firestorm?!"

Many elderly residents shook their heads in recall. Wanda easily sensed their memories. She received an up-close perspective of the attack Balin had witnessed from afar.

 _Chaos. Intense flames. Acrid smoke. Buildings collapsing without warning. Burning bodies. But worse were the screams. They were all too alike the ones heard in Novi Grad when attacked by Ultron's forces._

The horror inlaid within these memories prevented Wanda from sensing why the survivors had been forced to relive them. Unlike nearly all the crowd, Bard had little desire for any gold or jewels. The greatest treasure to him was in the form of his three children. And he'd protect that treasure with a fierceness of a dragon.

"And for what purpose?" Bard blistered in conclusion. "The blind ambition of a mountain king so riven by greed, he could not see beyond his own desire!"

Bard and Thorin angrily stared at each other. The Master though had finally recovered his wits. Public opinion was a fickle thing at best. Circumstance could see a quality admired in a leader – such as their noble lineage – quickly turn into a liability. And a cunning opponent was always ready to exploit the opportunity when it presented itself.

"Now, now," the Master patronisingly chided. "We must not, any of us, be too quick to lay blame. Let us not forget that it was Girion, Lord of Dale," he pointed an accusing finger at Bard, "your ancestor, who failed to kill the beast!"

"It's true, sire," Alfrid predictably chimed in. "We all know the story: arrow after arrow he shot, each one missing its mark."

For the first time, the Master had been able to wedge Bard and the townsfolk. Many of them stirred in agreement that their current predicament _was_ Girion's fault. And now his descendant seemingly wanted them to remain impoverished. Wanda was tempted to speak in Bard's defence. That was until sensing such a move would bring her into direct conflict with Thorin. Especially as she knew about the bargeman's ancestry and kept silent about it well before the Master's revelation.

Bard did feel some hurt from the townsfolk's revised opinion of him and his family line. But he would rather be right than popular. Bard closed the distance between him and Thorin. The clash of wills between the respective heirs of Girion and Thror reached a whispered climax. The Scarlet Witch's telepathy made her its only witness.

" _You have no right, no right to enter that mountain!"_

" _I have the only right."_

The Company's leader turned and faced the Master.

"I speak to the Master of the men of the Lake," Thorin resolutely spoke to force the issue "Will you see the prophecy fulfilled? Will you share in the great wealth of our people? What say you?"

The crowd held its breath as the Master thought for a few seconds. Not even Wanda's telepathy could deter him from savouring the moment. For once, the people saw him as more a leader than Bard. The Master released a shark-like smile as he pointed at the instrument of his victory.

"I say unto you...welcome!" he emphatically answered Thorin. "Welcome and thrice welcome, King under the Mountain!"

The crowd erupted into loud cheers; people hugged each other in joy and excitement. Thorin regally climbed up a few steps before turning in acknowledgement. Bard couldn't stomach any more. The townsfolk allowed the Master to play on their desperation. And Thorin couldn't be reasoned with. For all that, his greatest disappointment was in someone else.

"I thought you cared about my children?" Bard privately accused Wanda.

The bargeman made to leave but halted as Wanda's voice echoed in his mind. The private joke the Sokovian shared with Tilda also contained a kernel of truth.

 _It's not just them I care about, Bard._ Wanda gently responded.

Bard resumed home without even a backwards glance.

* * *

 **The scene outside the Master's house was important in the trilogy for several reasons. But often overlooked is it being an illustration of politics in hard times. History shows making scapegoats is a far more prevalent response than critical introspection.**

 **The order of birth among Bard's children is taken from the film's Visual Guide. It also mentioned the cause of death for Bard's wife.**

 **For the record, I don't think a Black Arrow could penetrate vibranium. Balin's comparison should be considered metaphorical not direct.**

 **In the book, Gandalf returned Bilbo's pipe to him not long after the Company departed Bag End. Readers should consider Wanda's present as this crossover getting into the festive spirit.**


	18. Over the Threshold

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

01/01/2017

Happy New Year to all readers.

One thing I forgot to mention in the last chapter's author's notes. Readers probably would've picked up a nod to an established cameo from the film. I suspect the individual in question will have plenty of material to work with over the next few years.

 **Queen of Beasts** : That makes two of us.

 **Avengers Fan** : I liked the Doctor Strange/Thor dialogue. Unfortunately, the events of this crossover take place before the events of that MCU entry.

 **Omegashark 18** : Tom Clancy's dictum was in the eternal struggle between warhead and armour, the warhead always wins in the end. Obviously, it's too late to ask if that included vibranium.

* * *

 **Chapter 18 – Over the Threshold**

Dol Guldur's forges and furnaces were silent. Weapons production for the upcoming campaign was finally complete. Ultron and Azog were in the foundries inspecting just one type of weapon. On the floor lay a pile of metal spheres like the one the Defiler used against Wanda. Ultron picked up a sphere one-handed. A crowd of orc labourers anxiously held their breath as the automaton closely examined it.

"Nice," Ultron malevolently praised their work. "Real nice." He deftly tossed it up into the air and caught it. "After I enchant them, we can move out."

The labourers sighed in relief as Ultron returned the sphere to the pile. Hopefully, the Lieutenant was sufficiently pleased he'd reward them with an extra share of Erebor's loot. Their attitude contrasted to Azog's sullen demeanour. Not even the Line of Durin being soon wiped out could stop him brooding about what he'd seen in the dungeons. It wasn't just the sheer lethality of those warriors that Azog found disturbing. They reflected a common thread in Ultron's whole approach to the upcoming campaign.

None of the automaton's inventions would be issued among general ranks. Ultron was instead amassing them into a single elite force that answered only to him. Given the size of the force, it was impossible believing the Necromancer didn't know what his Lieutenant was up to. But there was something about Ultron's attitude that hinted otherwise. It caused the Defiler to have an even more troubling thought. Once the pitiful armies of the Free Peoples were destroyed, what could stop Ultron doing likewise with Gundabad's? Even with their numbers and savagery; Azog knew his legions would fare little better against the automaton's destructive genius.

An orc sentry now arrived with urgent news. Such was Azog's brooding, he failed to notice who the sentry chose to report to.

"The Grey and Brown Wizards have been sighted," the orc informed Ultron.

Dol Guldur's occupants had prepared for such an eventuality.

"You know what to do," Ultron delegated to the Defiler.

"Hide yourselves, scum!" Azog ordered all orcs in the vicinity to take position.

As the sentry and the labourers dashed in all directions, Ultron moved to carry out his and the Necromancer's trap.

"It's also time to bring someone out of hiding," he reflected aloud.

"Who?" Azog asked.

The Pale Orc barely had time to feel insulted as the automaton ignored his question. Ultron calmly headed in the direction of the dungeons. He quietly sang a song Azog found nothing but bizarre.

" _Heigh-ho, heigh-ho. It's off to work we go."_

* * *

The Company stayed overnight in the Master's house as honoured guests. For once, the Master was generous with his wealth. The guests were treated to a sumptuous banquet of the finest food and wine. Wanda felt slightly guilty partaking in it given the hungry townsfolk. At the same time, it was the first feast the Company had shared since Rivendell. Wanda was privately surprised how much she'd missed the dwarves' boisterous antics. Unlike Rivendell though, Lake-town's ruler kept well away from the Scarlet Witch.

Wanda's bluff about trade with the Hidden Valley was quickly forgotten as the Master privately dined with Thorin. With Alfrid also present; negotiations were had over the Quest of Erebor. The Company was offered weapons, armour and supplies far superior than what Bard had been able to provide. In return, Lake-town was promised the amount of gold Thorin referred to in his speech. Without the threat of their minds being probed; the Master and Alfrid believed they'd pulled off the largest lop-sided deal in the history of Middle-earth. Thorin didn't need a telepath to know what they were thinking. He was quite happy for the pair to delude themselves. The Men of the Lake had forgotten just how vast Thror's hoard was. Paradoxically, the negotiations resulted in Thorin developing a grudging respect for Lake-town's most outspoken opponent against the quest. Unlike the opportunistic thieves who ruled it, at least Bard was a man of principle – even if those principles were in direct conflict with Thorin's.

The quest resumed at first light. The Company left the Master's house for their transport to the Lonely Mountain. They had been given one of the boats that Bilbo and Wanda originally planned to steal. Moored at the town's main channel, the boat was loaded with the provisions the members of the Company couldn't carry on their person. Bilbo was among those who wore a peaked soldier's helm. The Hobbit wore it as a mark of appreciation to their hosts. He vowed to take it off later – the heavy piece of armour constantly threatened to slip and block his sight.

Not surprisingly, a large throng of well-wishers lined the route to the boat. A lot of their attention was on the one unarmoured member of the Company. Wanda's Elven cloak was neatly folded as she carried it under her arm. It was for both symbolic and practical reasons. Last night, Wanda the Scarlet had well and truly announced her arrival in Middle-earth. Wanda Maximoff wanted to use the cloak to make peace with at least one father she'd angered since coming here. On her way to the boat, the Sokovian's telepathy picked up one of Bard's friends in the crowd.

Hilda Bianca was a middle-aged woman who worked as a market trader. She traded in plants and weeds such as Kingsfoil that Lake-town's residents used to feed their livestock. Hilda had been part of last night's gathering outside the Master's house. Wanda stopped in front of her before proffering the Elven cloak.

"Could you please give this to Sigrid?" Wanda softly requested.

Hilda noticed a trace of hurt in the requester's voice. She was the only one who witnessed Bard's terse departure last night. Hilda quickly joined the dots even if she didn't hear a word of his parting shot to Wanda. She placed a comforting hand on Wanda's while accepting the cloak.

"Of course, love," Hilda assured her.

Wanda half-smiled, not needing her telepathy to know Hilda would do so. The Scarlet Witch resumed walking to the boat. Bilbo noticed something important just before the group reached it.

"You do know we're one short," he told the rest of the Company through the din. "Where's Bofur?"

Wanda reached out with her telepathy. "I can't sense him."

The pair remembered a drunk Bofur collapsing under the table last night. They wondered if he was still resting off what was likely an enormous hangover. The Company's leader was utterly sober as he made the first of two hard calls.

"If he's not here, we leave him behind," Thorin resolutely decided.

Even with the aid they'd received, the Company was still racing against the clock.

"We have to, if we're to find the door before nightfall," Balin concurred. "We can risk no more delays."

The dwarves gallantly waited after Wanda boarded the boat before doing so themselves. It was now Thorin made his second and hardest call of the morning. Kili was caught off-guard when his uncle stopped him with a firm hand upon the chest. Last night's attempted heist had proved decisive for Thorin. If Kili couldn't keep his footing on a flight of stairs, there was no way he could keep it climbing a mountain. After a brief and failed attempt at changing his uncle's mind, a forlorn Kili stepped aside. Focused on other things, Wanda noticed his plight after other passengers spoke up about it.

"I'll stay with the lad," Oin volunteered out of compassion and professional obligation. "My duty lies with the wounded."

As the Company's healer disembarked, the Scarlet Witch weighed up doing so herself. Gandalf told the Avenger not to let Bilbo enter the mountain alone. But the Grey Wizard also promised he'd be waiting before the slopes of Erebor. If that was the case, the Company's other magic user should surely remain and protect the wounded. That was until she overheard Fili pleading his brother's case not to be left behind.

"Uncle, we grew up on tales of the mountain," Fili reminded Thorin how he'd inspired his nephews from birth. "Tales you told us. You can't take that away from him! I will carry him if I must!"

Fili's impassioned plea caused Thorin to remember the Battle of Azanulbizar. It was just after Thror had been slain. Wanda's telepathy witnessed the final conversation Thorin had with his father.

" _I will fight with you!" Thorin pledged about confronting the Pale Orc._

" _Azog means to kill us all!" Thrain knew the Defiler's plan. "One by one, he will destroy the line of Durin! But by my life, he shall not take my son! You will_ _stay here_ _!"_

Thorin passed on the last and bitter lesson he'd learnt from his father. Unfortunately, it was still a lesson where understanding only came from experience.

"One day you will be king, and you will understand," Thorin educated and warned his eldest nephew. "I cannot risk the fate of this quest for the sake of one dwarf, not even my own kin."

Fili was in no mood for reflection. After looking at his ailing brother, Fili instantly stepped out the boat.

"Fili, don't be a fool," Thorin tried stopping him. "You belong with the Company."

Fili brushed away his uncle's hand. "I belong with my brother."

Wanda abruptly turned away as a musical fanfare announced the Master's arrival. With Alfrid in tow, the Master climbed up a raised platform basking in his newfound popularity. Wanda paid no attention to the resulting cheers and applause from the crowd. All she could think of was Fili's parting words to Thorin.

 _I belong with my brother._

A pained tear rolled down Wanda's cheek as survivor's guilt again flared up. That was until a tiny had grasped hers in support. Bilbo had noticed his friend's reaction to Fili's words and correctly deduced the reason.

"That doesn't mean you deserved to die with Pietro," Bilbo privately comforted her. "Just keep making him proud."

A heartfelt smile spread across the Sokovian's face. She and the Hobbit had been mutual source of comfort and support throughout the quest. But for the first time, Bilbo had strengthened her with counsel worthy of the Wise. After giving Bilbo's hand an appreciative squeeze, Wanda wiped her eyes before anyone else noticed. The pair had missed the bulk of the Master's speech farewelling the Company.

"...Bring good fortune to all!" the Master lordly proclaimed in conclusion.

Cheers erupted again as the Company's boat pulled away from its mooring. Many of the dwarves smiled and bowed at the well-wishers waving to them. Wanda though probed the Master's thoughts. The Avenger easily sensed why he'd kept his distance from her last night. Not surprising, Lake-town's kleptocrats had no intention of sharing any wealth from the Lonely Mountain with the general population. Wanda opted to remind the Master who he was dealing with.

 _It'd had better_ , she telepathically warned about his last statement.

The Master swallowed a nervous lump before promptly heading back home. As the dwarves began paddling forward, Bofur finally arrived on scene. His shoulders initially slumped upon seeing he'd been left behind. Bofur felt less embarrassed upon seeing the other dwarves who hadn't left. Suddenly, Kili moaned and slumped over in pain. Wanda picked up his thoughts just before slipping out of range. She hoped something her telepathy sensed early yesterday still held true.

 _If no-one else will help you_ , she mentally told Bofur, _go to Bard_.

* * *

The Scarlet Witch didn't again exercise her power until the Company had left Lake-town behind them. After Thorin gave her the nod, a seated Wanda surrounded the hull in a red mist of telekinetic energy. Bilbo and the dwarves tried not to be amazed as their boat began gliding forward along the Long Lake. Wanda's telekinesis was all about saving time as Erebor was more than 20 miles north of Lake-town. Still, she was required to use her power judiciously so as not to exhaust herself. Not to mention the limits posed by a hull not designed for high speed. All things going well, the Company would reach the overlook by midday.

Unlike the previous morning, there wasn't the slightest trace of fog hanging over the lake. Their objective clearly loomed on the horizon. Thorin stood at the bow of the boat, facing ahead as the Lonely Mountain drew ever closer. Wanda began slowing the boat as it exited the lake into the Running River. The Company's journey upriver ended a few miles south of Erebor. The remainder of the river was frozen solid due to the onset of winter.

After disembarking, the Company started the last leg of its journey overland. Vegetation began thinning as the terrain sloped upward. The Company soon reached a rocky flat dotted by blackened stumps. Bilbo found something else eerie.

"It's so quiet," he simply observed.

"Wasn't always like this," Balin remembered. "Once, these slopes were lined with woodlands. The trees were filled with birdsong."

The Company's witch quickly figured out the implications.

"You mean it's never recovered?" Wanda reacted slightly shocked.

Not surprisingly, the lack of regeneration had an unnatural cause.

"Dragon-fire isn't like natural fire," Dwalin educated her.

"Aye," Gloin agreed. "Nothing will regrow as long as the beast's alive."

The Company halted atop an embankment overlooking a valley. At the opposite end of the valley stood the abandoned ruins of an old city. What had been a series of grand stone buildings and defences now lay shattered.

"Dale?" Wanda checked to be sure.

Balin nodded as waved his hand at the surrounds. "This is the Desolation of Smaug."

Wanda recalled when she first read the said landmark on Thorin's map. But she never comprehended the landmark's full meaning until now. In some ways, dragons were Middle-earth's equivalent of weapons of mass destruction. Their initial attacks weren't just devastating but also contaminated the surrounds long after they'd taken place. Unlike Earth WMDs though, dragons lived on long after the devastation they unleashed. Ultron's attack was bad as they come, but at least Novi Grad could rebuild in the aftermath. Dale's descendants would have to wait centuries (from what Wanda had been told of dragon life-spans) to even try. Unfortunately, the Company didn't have the same time to play with.

"The sun will soon reach midday; let's find the hidden door into the mountain before it sets," Thorn ordered they follow him. "This way!"

As the others began moving, Bilbo remembered something that even Wanda had forgotten.

"Wait...is this the overlook?" the Hobbit pointed out. "Gandalf said to meet him here. On no account were we-"

"Do you see him?" Thorin abruptly interrupted. "We have no time to wait upon the wizard. We're on our own."

Initially hesitant, Bilbo gave the ruins a second look. Gandalf's instructions before leaving the Company sounded clear. They implied not even the Scarlet Witch's power might be enough to contend with Smaug. The last thing Bilbo wanted was his friend suffering a surprise attack like she did against Azog's pack. If only because the Hobbit believed the dragon was a far more dangerous foe.

The Avenger herself noticed Bilbo's hesitancy. She was about to speak to him but suddenly sensed something. Wanda looked south west to the horizon as a stream of images filled her mind.

 _Bofur was pleading with Bard to help a worsening Kili. The Orcs that attacked the Woodland Realm now lay in wait by the bridge into Lake-town. Legolas and Tauriel were rushing through the forest as if in hot pursuit. Gandalf rode on Radagast's sleigh as the pair approached the outskirts of Dol Guldur. Now in the fortress, Gandalf knelt over a dishevelled dwarf while restraining him._

The images ended. They represented the fulfilment of a promise the Scarlet Witch received in Rivendell.

 _Be wary of entering the dragon's mind,_ Galadriel's voice warned her. _Least you allow him to enter yours._

"Come," Thorin beckoned the non-dwarves to get moving.

The command instantly drew Bilbo and Wanda's attention back to the present. They warily complied, unwilling to share with each other their respective reasons why.

* * *

Gandalf had travelled back and forth over the Misty Mountains since taking leave of the Company. His first stop had been the High Fells of Rhaudaur where the Witch-king's tomb was located. Joined by Radagast, the two wizards discovered the Witch-king's crypt and those of the other Nazgul lay empty. Only one individual had the power to summon such evil. And as Wanda told the White Council, the summoner wasn't human.

The wizards speedily headed back to Mirkwood and Dol Guldur. Gandalf felt his only choice was to force the Necromancer's hand. Even if it resulted in breaking his promise to re-join the Company before the slopes of Erebor. Prior to entering Dol Guldur, Gandalf sent Radagast away to Lothlorien to deliver a message. Others had to be warned of the Enemy's return if Gandalf didn't leave the fortress alive. In a twist of fate, Gandalf was therefore shocked to encounter a friend he'd long given up for dead.

Thrain attempted to kill the Grey Wizard by surprise. After a brief struggle, Gandalf managed to remove the sorcery enslaving Thrain's will. Thrain revealed he'd been prisoner at Dol Guldur for what seemed a lifetime.

"I had a son," Thrain dimly remembered before speaking a name he hadn't said in decades. "Thorin!"

Middle-earth stood on the brink of war. But getting his old friend to safety became the Grey Wizard's highest priority.

"And you will see him again," Gandalf firmly assured. "Come, we must leave."

The pair began exiting through the ruins. Thrain's memory slowly came back along the way. Starting with his last moments before being taken prisoner.

"The Orcs had Moria," Thrain recalled. "War…we were at war. I was surrounded. The Defiler." Thorin's father abruptly halted in post-traumatic shock. "Azog the Defiler had come!"

Gandalf lifted Thrain's right hand. Thrain possessed the last of the seven Dwarven rings of power before his capture. That ring was now missing along with the finger that had worn it.

"They took it," Thrain gasped in realisation.

"The last of the Seven," Gandalf confirmed before casting a concerned glance over his shoulder. "Come, let's get you out of here."

Behind Gandalf was a wall covered in sharp vines.

"There is no way out!" Thrain despaired. "They will stop you! The serpents will stop you!"

Looking around, Gandalf saw the vines writhing like a nest of vipers. He struck the wall with his staff, causing the 'serpents' to instantly vanish.

"It's an illusion," Gandalf dismissed the threat. "Just an illusion." On reflection, the wizard thought he'd been too harsh on Thrain. "What have they done to you?" Gandalf compassionately enquired of him.

Thrain was proud he'd scored a major victory despite all he'd suffered in captivity.

"I never told them," Thrain resolutely stated. "They tried to make me, but I never said a word." He lowered his voice. "Have you kept them safe, Gandalf? The map and the key?"

"I gave them to Thorin," Gandalf confirmed. "You'd be proud of him. He's taken up the quest to reclaim Erebor."

Thrain's eyes slightly widened. "Erebor?"

Gandalf was somewhat surprised by the uncertainty contained within Thrain's reaction. The wizard assumed his old friend was still disorientated.

"He will retrieve the Arkenstone," Gandalf clarified. "The sev-"

"No! No!" Thrain emphatically interrupted. "Erebor, the Arkenstone. None of it matters anymore, Gandalf!"

* * *

The Company reached the skirts of the Lonely Mountain with no sign of Smaug save for the desolation named after him. They kept well away from the Front Gate, the massive stone entrance into Erebor. Access was by a causeway over a stream that acted like a moat. As Balin mentioned at Bag End, the dragon had sealed the entrance shut with rock and stone. Wanda nonetheless felt awed by the pair of massive statues of dwarven warriors flanking the gate.

They travelled past a snow-covered plateau on their way to the western slopes of the mountain. Occupying it was the ruins of an abandoned dwarven fortress. Atop the plateau stood a tower that loomed over the exposed tunnels and stairways of the fortress. West of the fortress on the plateau was a pool of water that cascaded into a waterfall down the cliff face. Both bodies of water were now frozen solid from the change in season. The plateau was known as 'Ravenhill' after the large black birds that formerly occupied it. The Ravens of Erebor often brought secret news to Thror and his people. In return, the Ravens were rewarded with trinkets to hide their dwellings throughout the surrounds.

The Company spent the better part of the afternoon along the western slopes searching for the Hidden Door. Even with the aid of Thror's Map, it was easy to forget just how large an area the mountain covered. So far there'd been no sign of the secret entrance. It was particularly frustrating for those dwarves who'd called Erebor home. Despite their best efforts, they couldn't remember anything that might give a clue to the Hidden Door's location.

"Anything?" Thorin called out to one them.

"Nothing!" Dwalin reported about a hunch proven wrong.

Thorin consulted his grandfather's map. The Company was certainly in the right vicinity.

"If the map is true," he remarked aloud, "the Hidden Door lies directly above us."

The Scarlet Witch was stationed at the back of the search party protecting its rear. She was still mulling over the images Galadriel had communicated to her. The images relating to Lake-town were particularly troubling. Not only did Kili's health seem to be rapidly deteriorating. A sizeable band of orcs also lay hidden on the town's outskirts. Were the orcs waiting to ambush should the four dwarves attempt to re-join the Company by land? Maybe the orcs were planning to infiltrate the town at night? Worse, what if Lake-town was about to receive an assault like the one against Thranduil's palace? Given the casualties the inflicted on the Palace Guard, the Super Spiders would find Lake-town's defenders no obstacle. Not even if Legolas and Tauriel aided the defence. The worst thing to Wanda though was being unable to talk about it with anyone. She sensed Galadriel's message was supposed to be kept private. Her reflections were abruptly ended.

"Up here!" Bilbo dramatically cried out.

Wanda rushed up to the Hobbit like the rest of the Company. Bilbo had found a massive statue of a dwarf carved into the mountain. Built into the statue was a stairway that zigzagged its way up the mountainside. The search had finally yielded a breakthrough.

"You have keen eyes, Master Baggins," Thorin praised the discoverer. "Hurry," he rallied everyone. "We don't have long before sunset."

Bilbo and the rest of the dwarves promptly headed for the stairs. Thorin was about to join them when he received a telepathic message.

 _I can try and levitate us up there_ , Wanda offered a short cut.

Thorin shook his head. _Just in case something happens like at the Enchanted Stream_.

Wanda immediately glanced at Bombur. Mirkwood's dark sorcery caused her to drop the poor Dwarf into the stream and an enchanted slumber. Wanda understood Thorin's caution on that basis. A similar lapse here could see the Company fall to their deaths. Still, Thorin's reason provided an opportunity for levity.

"Please don't tell me you've shot white stag," Wanda needled in reminder.

The pair shared an understanding chuckle before joining the ascent.

* * *

Thrain frantically led Gandalf through the ruins before reaching a small room. A man-sized suit of plate armour lay on the floor. Gandalf's attention was immediately drawn to the helm. It had a gaping mouth and an array of strange metallic threads. Bending down to take a closer look, Gandalf felt the armour's design familiar but couldn't put his finger on it.

"He appeared out of nowhere," Thrain recalled the wearer's arrival in Dol Guldur. "He was dying. The Necromancer saved him on condition he enter his service." Thrain also confirmed who the Necromancer truly was. "The One had a new lieutenant and power at his disposal. The power of Ultron."

The Grey Wizard's head snapped towards Thrain in alarm.

" _Ultron?!_ " Gandalf repeated aghast.

Thrain gave a puzzled frown. "You know him?"

Gandalf was in no mood to explain. The Free Peoples were in grave danger from two enemies, old and new. And it was almost certain Ultron knew the Company contained a former ally turned enemy. The Enemy and his Lieutenant had each taken prisoners for twisted reasons in the past. Gandalf began to panic as he imagined Wanda taken captive and tortured. Given what happened to Thrain…

"We must flee now!" he urged the said Dwarf.

Gandalf and Thrain sprinted to escape the ruins. The reached an open platform and straight into an ambush. Azog leapt out from behind a wall and sent Gandalf flying with a swing of his mace. Thrain froze in panic as Gandalf haplessly lay on his back. The Pale Orc released a cruel laugh as dozens of orcs stood behind him.

"You have come too late, Wizard!" Azog gloated. "It is done."

The Defiler raised his mace to kill Gandalf. Not for the first time, the Grey Wizard's frail appearance deceived a foe. Gandalf collected his staff before getting back on his feet in a flash. He pointed its tip at his would-be assailants. An invisible force stopped Azog and his orcs in their tracks.

"Where is your master?" Gandalf demanded of the Defiler.

Azog attempted to push through only to find the force increase in strength.

"Where is he?!" Gandalf angrily repeated.

The Pale Orc snarled, the wizard was simply staving off the inevitable.

"He is everywhere," Azog boasted. "We are legion!"

Keeping the orcs at bay, Gandalf looked over the edge of the platform. Gandalf described Azog as a commander of legions. In the lower levels of Dol Guldur stood legions of Orcs and Wargs fully armed for war. Though there was no sign of Ultron or any Sentries like the remains kept in the fortress. Privately, Azog still didn't believe he needed the automaton's help to destroy his enemies. That included the wizard confronting him.

"It is over," Azog coolly declared Gandalf and the Free People's fate.

As the Pale Orc made again to attack, Gandalf cast a spell with a swing of his staff. The platform was hit by a blinding flash of light and a thunderclap. Momentarily disorientated, Azog and the orcs opened their eyes to see Gandalf and Thrain had fled the scene.

"Run them down!" Azog furiously commanded a pair of warg-riders.

Thrain and Gandalf ran through an archway onto a narrow bridge. The latter struck the building the archway was part of with his staff. The spell cast caused parts of the building to crumble, crushing the pursuers and destroying the bridge behind. The Pale Orc roared in frustration unaware someone was watching. His superior had observed the course of events atop a tower overlooking the platform.

"Next time, leave it to the professionals," Ultron mocked his attempt at apprehending Gandalf.

All the Defiler could do was snarl as the automaton personally pursued their quarry. Spells that enabled levitation and telekinesis were among the sorcery Ultron had mastered. It allowed him to fly in a similar fashion to Wanda. He moved atop the ruins, rapidly gaining on the escapees. Gandalf and Thrain had just run onto another narrow but longer bridge. Their escape path was dramatically cut off when a powerful sorcerous blast struck the bridge from above. A long section of the bridge crumbled and fell in similar fashion to the building Gandalf had struck. The escapees turned around to find another way out. The bridge shook as their attacker landed in front of them, blocking their path.

"Ultron!" Thrain quaked in reaction.

Gandalf was equally afraid even if he wasn't shaking. Even Wanda's descriptions weren't enough to prevent one being unsettled by Ultron's menacing presence. The automaton simply stood his ground as if waiting for something. Thrain knew his end had come. He only hoped Gandalf survived to relay a final message.

"Could you do something?" Thrain requested with dignity. "Tell Thorin that I lo-"

Thrain was abruptly cut off as Ultron fired a volley of energy beams from his fingertips. Gandalf could only blink as the beams struck his friend's chest. Thrain briefly screamed before falling off the bridge to his death.

"I think we can all fill in the blanks," Ultron nonchalantly said of Thrain's last words.

Angered by the automaton's callousness, Gandalf furiously surrounded himself in a spherical shield of light. Ultron was momentarily caught off-guard as the shield pushed him back. He countered with a sorcerous attack of his own. A combination of energy beams and telekinesis struck the shield back in Gandalf's direction. The shield inched back and forth as both combatants kept pouring in power to break the deadlock. The Grey Wizard tried holding and interrogating like he did with Azog.

"How did you come to this world?" Gandalf asked through gritted teeth.

The automaton had lost none of his robotic stamina

"Same way as Wanda," he effortlessly replied.

Gandalf assumed it must be the rims that had accidentally transported Wanda. Of more importance was what Ultron had been up to since arriving.

"How are you helping the Enemy?" Gandalf wanted to know. "Speak!"

Ultron was still very much an evil reflection of his creator. That included using a darker form of observational humour.

"I'll give you a hint," Ultron sarcastically offered. "You shall not pass."

It was then Gandalf sensed a dread and evil presence in the vicinity. He peered nervously over his shoulder and saw massive cloud of shadow. The Necromancer had used Ultron's distraction to sneak up from behind. Gandalf's shield quickly collapsed under the pair's combined attacks. With the wizard now defenceless, the Necromancer's shadow form violently flung him face-down on the bridge. Stunned, Gandalf was powerless to act as his staff ignited and disintegrated away. Ultron pulled Gandalf up by the nape as the Necromancer changed shape into a wreath of flames. The flames turned into the slit pupil of an eye before taking the form of a tall armoured being crowned with a spiked helmet. Gandalf's fears about the Necromancer had now been confirmed.

" _Sauron_ ," Gandalf moaned in recognition.

"In the flesh." Ultron confirmed before adding, "Well…you know what I mean."

* * *

The Company painstakingly make their way up the steep and treacherous steps. Thorin was the first to reach the top. Before him was a small clearing enclosed by the mountain's walls. Thorin's attention was drawn to the north wall given it was grey stone.

"This must be it," Thorin whispered to himself. "The hidden door."

The rest of the Company spilled out onto the clearing. Their leader greeted them with the key held in triumph.

"Let all those who doubted us rue this day!" Thorin declared.

Wanda joined in the cheering that followed. The Sokovian felt disappointment in Rivendell at not being able to return home. But nor did she regret her decision to help the dwarves reclaim theirs. If only because she now counted them as cherished friends.

"Right," Dwalin got to business. "We have our key, which means that somewhere, there is a keyhole."

He began exploring the grey stone with his fingers, looking for a keyhole. As the others watched on, Thorin walked to the edge of the clearing and looked at the setting sun. Dwalin still hadn't found the keyhole. Thorin decided to call on the expertise of an experienced thief.

"Nori," Thorin urged him.

The said Dwarf ran up to the wall. Nori pressed his ear against the wall with a glass cup before tapping various spots with a spoon. The sun was on the verge of disappearing beyond the horizon.

"We're losing the light," Thorin began to worry.

Wanda picked up the thoughts of several dwarves. They were all thinking the same thing. If they didn't find the door soon, the quest would've been for nothing. Dwalin began kicking the wall as frustration boiled over.

"Be quiet!" Nori snapped. "I can't hear when you're thumping."

Dwalin simply kicked the wall harder. "I can't find it...it's not here!"

Thorin lost all patience for subtlety as desperation set it.

"Break it down!" he frantically ordered.

Nori cleared out as Dwalin, Gloin, and Bifur attacked the wall with their weapons. Strokes that would've hacked down orcs proved useless against the wall's impervious surface.

"It's no good!" Balin exclaimed over the clanging of steel upon rock. "The door's sealed. It can't be opened by force. Powerful magic on it."

Day turned to twilight. Under normal circumstances, Thorin would be close to despair. But he still had one last throw of the dice.

"Then that's what we'll open it with," Thorin decided. "Wanda!"

The trio assailing the door made way for the Scarlet Witch. The Company's leader had previously discussed with the Avenger she might be needed in this situation. Wanda concentrated a moment before releasing a stream of telekinetic energy at the grey stone. It was a case of the unstoppable force against the immovable object. Wanda gritted her teeth as the magic surrounding the door fought against her power.

"Come on, lass," Dwalin quietly encouraged her.

The wall only slightly shook. Wanda ceased her attempt with an exhausted cry. She took a moment to catch her breath.

"It's too strong to move," Wanda panted. "I'll have to blast it open."

Thorin had hoped it never came down to this. It might be easier for the Scarlet Witch to blow open a hole in the wall. The option also ran the risk of a rock-slide, not to mention waking up the dragon. However, with the loss of the light, Thorin felt he had no choice.

"Do it." Thorin agreed before telling the rest of the Company, "Get back, all of you."

Bilbo and the Dwarves shuffled back towards the stairs as Wanda stood up straight again. The Sokovian raised her arms wide as she began to concentrate. The others held their breath as red energy began swirling around her hands in ever increasing amounts. Wanda was on the verge of unleashing it before something interrupted her.

"WAIT!" Bilbo desperately called out.

The Scarlet Witch immediately terminated her attack. The last time Bilbo shouted like that was when he hailed the Company in the Shire. She gave the Hobbit a confused look along with the dwarves.

"Um, aren't we supposed wait for the thrush to knock?" Bilbo explained himself.

This made no sense to most of the dwarves.

"What are you talking about, laddie?" Gloin gruffly enquired.

Wanda quickly twigged why Bilbo had halted her.

" _Stand by the grey stone when the thrush knocks_ ," she recalled from Rivendell. "That's what Elrond said."

Ori was polite as ever despite being unsure of what was being referred to.

"Said about what, Miss Wanda?" he politely asked.

Wanda looked at him and the others.

"About the runes on the map," she provided context. "That was the first line he translated."

To his credit, Thorin didn't believe Elrond had lied about the translation. However, given the last few minutes, the Dwarf King still felt fit to question his competence.

"And it looks like he was wrong, Wanda," Thorin argued.

The Scarlet Witch arched a confident eyebrow after sensing something.

"I don't think so," she smiled defending her Elven patron.

At that very moment, the Company heard a sharp crack against the wall. There on the grey stone was a large thrush, its pale-yellow breast freckled with dark spots. _Crack!_ It had caught a snail and was knocking it on the stone. _Crack! Crack!_ The sight and sound jogged Thorin's memory.

"The setting sun...and the last light of Durin's Day…will shine upon the keyhole," he murmured in anticipation.

The thrush fluttered away as the moon peered from behind the clouds. All the Company held their breath as a moonbeam fell on the clearing. A ray of light illuminated a small keyhole on the face of the wall.

"The last light!" Bilbo laughed in delight and understanding. "The light of the moon, the last moon of autumn!"

The dwarves near the Hobbit laughed and proudly ruffled his hair. Wanda stepped aside for the Company's leader. The Sokovian joined the dwarves' praise as she gave Bilbo a congratulatory hug. Thorin's heart was beating as he stepped up to the Hidden Door and inserted the key. He was about to turn the key before overhearing the two non-dwarves' exchange.

"Well done, Bilbo," Wanda praised his memory.

"It wasn't just me," he modestly accepted it. "You're the one that made the translation happen."

The observation spoke to the Dwarf King. Wanda had been the bridge of trust between Thorin and Elrond over the map. As Bilbo told Lake-town; the Sokovian had never ceased helping the Quest of Erebor. She was even willing to delay her search home to help Thorin search for his father. And all this without asking for anything in return. Both of Thorin's nephews had declared the Scarlet Witch was part of the Company. To his shame, Thorin felt he'd been last of its members to accept this. Honour dictated he rectify an injustice that had gone on for too long. Thorin turned and addressed his followers.

"All of us signed contracts as part of this quest," he regally addressed them. "They guarantee each of us a fourteenth-share of the profit. I say we amend that to a fifteenth to allow Wanda a share as well." Thorin paused a moment before asking, "What say the rest of you?"

Before Wanda could speak, the others released a resounding _"AYE!"_ More than pleased, Thorin indirectly apologised for all his previous hostility to her.

"Welcome to my Company, Wanda Maximoff," he graciously concluded.

A smiled burst across Wanda's face. Bilbo and the dwarves laughed and patted her on the back, happy that their leader had finally accepted her like they had. Thorin finally turned the key. The sound of mechanisms grinding came from behind the rock as the seams of the Hidden Door were revealed. Thorin pushed the door open with a dignified strength. The dwarves looked on in awe as Thorin stepped over the threshold. He entered a small chamber from which a tunnel led into the interior.

"Erebor," Thorin acknowledged the home of his forebears.

Wanda sensed Balin choking up as memories of happier times came flooding back to him.

"Thorin," was all Balin could say.

Thorin put a comforting hand on his old friend's shoulder. The Dwarf King ventured in a bit further. He ran his hand along one of the chamber's walls.

"I know these walls…these walls, this stone," Thorin observed, lost in memory. "You remember it, Balin? Chambers filled with golden light."

"I remember," Balin knowingly confirmed before stepping inside.

Wanda joined the others as they slowly and reverently entered the mountain. Her head was just a couple of inches beneath the ceiling. Nori pointed at a carving in the wall above the door. It was a throne crowned by something like a halo spreading rays of light in all directions. The carving also contained an inscription in Khuzdul.

"What's that say?" Wanda softly enquired.

" _Herein lies the seventh kingdom of Durin's Folk_ ," Gloin translated it for her. " _May the heart of the mountain unite all dwarves in defence of this home._ "

The carving had also caught Bilbo's interest and curiosity.

"The throne of the king," Balin explained to him.

"Oh," Bilbo noted before asking about the halo. "And what's that above it?"

"The Arkenstone," Balin answered.

Bilbo hadn't heard of it. "Arkenstone….and what's that?"

Wanda sensed the Hobbit's moment of truth had arrived.

"That, Master Burglar," Thorin informed him, "is why you are here."

* * *

 **In the book, the Company took weeks to find the Hidden Door. Of course, that was condensed in the film for the purposes of entertainment. Wanda's use of telekinesis on the boat represents something of a compromise between the two.**

 **I felt Thorin wouldn't want Wanda to blow open the door unless everything else failed. Even with the Scarlet Witch; I'd still count on the dwarves' pride making them first try and open it themselves.**

 **Some will ask if Ultron is Gandalf's equal in power or was he holding back? All I can say is we'll just have to wait and find out.**


	19. Enter the Dragon

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

25/01/2017

I know many readers have been waiting for this chapter. To quote a famous Jedi's late twin sister, instant gratification takes too long.

 **shadehound9123** : Hopefully you'll enjoy their next clash.

 **King Quinn the Last Heir** : You're assuming Sauron survives this story…

 **Aragorn II Elessar** : Great to hear from you again.

* * *

 **Chapter 19 – Enter the Dragon**

Balin led Bilbo and Wanda through the mountain's network of tunnels. Wanda had to walk slightly crouched given they'd been constructed for dwarves. The path the trio were following led deep into the interior. Specifically, to the location of Thror's hoard. Going so far underground made Wanda think of something more basic than treasure or the dragon that had claimed it.

"Will we need a torch to see?" she asked about Bilbo and herself.

Dwarven ingenuity had been proven repeatedly when constructing their underground realms. Erebor's founders had engineered a solution to the problem of light that didn't rely on artificial sources.

"There's a mirror relay in the roof," Balin answered in the negative. "It reflects sunlight and moonlight throughout the interior." The elderly Dwarf uncomfortably added, "A torch would only attract attention."

Bilbo's anxiety began rising as the trio halted atop a flight of stairs leading down. One reason being his job as Company burglar being more complex than he'd first thought.

"You want me to find a jewel?" Bilbo double-checked why he was here.

"A large white jewel, yes," Balin confirmed.

Wanda caught a glimpse of the Arkenstone through Balin's thoughts. The sight caused her eyes to sparkle like the brilliant white jewel.

"It glows by itself," she remarked in amazement.

Balin had no problem being the source of that observation.

"Aye, Wanda," he smiled and nodded. "Like you, it's one of a kind. You'll know it when you see it."

Balin's compliment received a smile from the Scarlet Witch in return. Unfortunately, the Avenger also knew there was something else she'd recognise on sight.

"And the dragon?" Wanda asked for any last-minute advice.

The Company's second-in-command released a trouble sigh.

"In truth, I do not know what the pair of you will find down there." Balin admitted before answering Wanda, "If Smaug knows the scent of Durin's Folk best, the scent of Men isn't far behind. Stick to the treasure's edge, lass. If you venture in too far…" Balin ominously raised his bushy eyebrows in conclusion.

Bilbo's shoulders nervously twitched in realisation. Unless the Arkenstone was on the edges of Thror's hoard; the Hobbit would have to search for it alone. Balin's gesture also confirmed an earlier fear of Bilbo's – the Scarlet Witch risked falling to the dragon. Balin noticed the Hobbit's nervous twitch. The prospect of encountering Smaug would daunt even the mightiest dwarven warrior.

"You needn't go if you don't want to," Balin offered in understanding, "there's no dishonour in turning back."

Part of Bilbo was still the respectable resident of the Shire. No reputable Hobbit broke a contract they signed.

"No, Balin," Bilbo stiffly refused. "I promised I would do this, and I think I must try."

Balin softly chuckled at the remark. Wanda let the Dwarf explain his reaction was appreciative.

"It never ceases to amaze me," Balin mused.

Bilbo was puzzled. "What's that?"

"The courage of Hobbits," Balin answered admiringly.

A chuffed Bilbo almost said no one had been more surprised than himself about the courage he'd shown along the quest. Unfortunately, that courage now faced its ultimate test. Balin took leave of the pair in case the dragon picked up his scent.

"Go now with as much luck as you can muster," he farewelled trying to sound hopeful.

Wanda gave him an appreciative kiss on the cheek. It was to acknowledge how Balin had always been kind to her and Bilbo. The Dwarf smiled bittersweet before heading back up the tunnel. Now alone, Bilbo and Wanda began traversing the last section of tunnel. After descending a short flight of stairs, the tunnel led straight to a doorway just a few yards ahead. Beyond the doorway could be seen a cavernous hall bathed in moonlight. Bilbo halted after Wanda softly placed a hand on his chest. Remembering Galadriel's warning, the Sokovian passively listened with her telepathy to see if the immediate coast was clear. She and her companion only dare speak in hushed tones.

"Anything?" Bilbo enquired after a few moments.

"No." Wanda reported before cautioning, "Which doesn't mean he's not close."

"It could also mean he's not at home," Bilbo optimistically argued.

The Scarlet Witch gave him a look.

"No, I don't think so either," the Hobbit glumly admitted.

The pair entered the hall with the tunnel leading onto an elevated walkway. Both their jaws dropped at the sight before them. Not even the images in Dwalin's mind at Bag End prepared Wanda for the vast ocean of wealth held within Erebor. Thror's hoard wasn't the motherlode – it was the mother of all lodes. Piles – no, _hills_ – of gold, gems, jewellery, plates, cups, and other treasure spread in all directions. One could take a lifetime and still only count a fraction of its total worth.

"Eat your heart out, Stark," Wanda muttered.

* * *

Bilbo and Wanda climbed down a flight of stairs. The Hobbit was the first to tread upon the treasure pile it directly led onto. Bilbo winced as the coins beneath his feet released an audible crunch. Fortunately, the Scarlet Witch sensed the noise hadn't attracted any attention. The Avenger's initial steps on the treasure saw her privately thanking Elrond once more. Wanda's Elven boots muffled her steps across the pile of gold and jewels to the point of silence. She stopped alongside Bilbo who's resumed contemplating the size of the hoard.

"Arkenstone, Arkenstone...a large, white jewel," Bilbo compared their objective with the treasure before them. "Very helpful."

Wanda understood the truth contained within her friend's black humour. The Arkenstone wasn't going to be easy to find even with its unique properties. Thorin had told Wanda about when the white gem was last seen. It slipped out of Thror's grasp into a wave of gold dispersed by the dragon. The Arkenstone may still be buried deep under a pile of treasure. The Scarlet Witch could use her telekinesis to try and excavate the pile. But that ran the risk of excavating the dragon first.

"We may as well start somewhere," Wanda suggested, gesturing at the pile they were standing on.

The two of them began painstakingly sifting through the treasure at their feet, hoping their prize was close to the surface. Wanda picked up a large uncut diamond that would be worth millions on Earth. She was tempted to set it aside for Bard's family. Life didn't have to be the current struggle it was for them. The memory of the cold night outside the Master's house suddenly hit Wanda like a slap to the face. Bard would reject anything from the Lonely Mountain given his opinion about the quest. The Scarlet Witch placed the diamond back with an underlying sadness. Bard's disappointment in her felt as deep now as when she first sensed it.

Bilbo and Wanda lost some of their initial nervousness as they went about their task. Thoughts about the dragon receded as they lost themselves in their search. However, after searching for more than two hours, their efforts were still unrewarded. Not only was there no sign of the Arkenstone, their search had barely moved from where it first started. Unless another five hundred burglars appeared out of nowhere, the Company's believed there was only one way to speed up the search.

"I'm going in," Bilbo stated matter-of-fact.

Wanda's eyes widened in alarm. "What?"

"I said I'm going further in," Bilbo clarified. "Otherwise, we'll take forever."

Wanda was more afraid about losing the Hobbit forever.

"We still don't know where Smaug is," she warned.

Bilbo deduced their objective was like any rare treasure. Namely, obtaining it came at great personal risk.

"And the Arkenstone's probably close to where he is," Bilbo argued.

"If you wake him, I mightn't be able to save you in time," Wanda expressed her fear of what might happen.

To the Hobbit, it felt like he was trying to get the dwarves in the barrels again.

"You must trust me, Wanda," Bilbo insisted in assurance. "I won't get caught. I'm a burglar, remember?" He straightened himself before concluding, "It's my job."

The Scarlet Witch gave a sigh of a resigned understanding. She'd told Bilbo about the moment when she decided to become an Avenger. Hawkeye couldn't protect her and clear the streets of Ultron's Sentries at the same time. Now Bilbo was saying he'd finally accepted his role as burglar and all the risks it entailed. He wouldn't find the Arkenstone with Wanda babysitting him all time.

"Go," she softy conceded. "I'll keep searching here."

The Hobbit remained upbeat to cheer the Sokovian.

"Try not to shout if you find it," he 'advised' her in farewell.

Wanda slightly smiled as Bilbo took leave of her. She watched the Hobbit carefully climb a large pile of gold before slipping from view behind the peak. Alone, Wanda resumed scouring through the treasure around her. Before long she sensed an unsettling aura. Like Bilbo said of Mirkwood, a disease seemed to lie upon Thror's hoard. A disease that would plunge you into a psychotic morass of greed and paranoia. The Scarlet Witch concluded it only be the treasure's infamous curse. Worse, Wanda sensed she couldn't lift it. The curse felt every bit as powerful and intractable as the sorcery covering Mirkwood.

Wanda suddenly spotted an object just ahead. It wasn't the Arkenstone. In fact, it was the least valuable item she'd encountered since entering the mountain. Wanda walked and picked up a small wooden cask. Splinter marks indicated how its lid had been ripped open. Wanda initially thought the cask was empty. She ran her hand inside it. Her finger tips were quickly spotted with traces of a white paste. Wanda took a tiny whiff and discovered the paste was odourless. However, the paste seemed to sparkle in the moonlight. Wanda created a tiny bridge of telekinetic energy from her fingertips to the palm of her hand. Her powers quickly extracted the sparkle's cause. The small pile of diamond dust resting in her hand puzzled Wanda. Why would anyone grind such a precious stone into something resembling common plaster?

The Sokovian heard the shifting of countless coins from further in. The silence that followed was only momentary.

" _Well, thief, I smell you,_ " a deep, resonant voice said.

The dust scattered everywhere as Wanda startled in fright. She had two realisations after the initial shock had passed. First, she'd just heard the voice of the Smaug. The second thing was the dragon wasn't speaking to her.

" _I hear your breath_ ," Smaug imperiously continued. " _I feel your air. Where are you?_ "

Moments later, Wanda heard what sounded like an avalanche rushing towards her. The Sokovian didn't hesitate to respond. She propelled herself forwards with a strong telekinetic burst. Wanda landed just as a massive tidal wave of treasure threatened to swamp her. She flung herself against a nearby column for protection. The torrent of gold and jewels rushed past her eventually trickling to a stop. There was a loud crunch as something landed atop the treasure. Wanda took a steadying breath before peering around the column.

For the first time, the Scarlet Witch looked with her own eyes upon Smaug the Magnificent. The monstrous dragon was covered in red-gold scales both ancient and nigh impregnable. Smaug's reptilian head possessed an elongated pair of jaws full of razor sharp teeth. But perhaps his most fearsome feature was his yellow, jewel-like eyes probing in every direction. Wanda pulled her head behind the column just before Smaug spotted her.

"Come now, don't be shy," Smaug coaxed his unseen quarry.

Despite her fear, the Scarlet Witch was relieved Bilbo hadn't been found. The Hobbit had to be close-by nonetheless. The Avenger moved to help her friend escape.

"Step into the light," Smaug haughtily demanded.

"Here," a voice answered to his left.

Wanda reflexively took a step back as Smaug fiercely gazed at her. The dragon considered the young woman a moment, his eyes burning into hers. Smaug gave a wicked grin. Wanda quickly learnt Balin had earlier miscalculated.

"Oh, it's not you girl," Smaug sardonically answered. "I smelt you the moment you stepped foot in here."

The Scarlet Witch had little time to be surprised at the revelation. Like all dragons, Smaug had an acute sense of smell. That same sense provided Wanda with an important clue to a mystery that had been troubling her since Goblin-town.

"It's your friend I'm interested in," Smaug said before taking in a couple of deep sniffs. "They carry something. Something made of gold." The dragon's voice took on a hypnotic quality as he concluded, "But far…more…precious!"

The final word eerily rang in Wanda's mind. She released a grunt of pain as the flaming eye she encountered at Mirkwood flashed before her. Smaug paid no attention to her reaction. The dragon found what he'd been searching for to his right.

"There you are, thief in the shadows," Smaug greeted his other intruder.

Wanda shook out of her daze. A frightened Bilbo was huddled against a stony outcropping. The image of the flaming eye prevented her from seeing how the Hobbit had appeared out of nowhere. But Smaug's observation indicated Bilbo had a piece of jewellery that allowed him to do so. Wanda inferred that same piece jewellery had undoubtedly been blocking her telepathy. And what was its connection to that flaming eye? Questions could wait for now though. Wanda wanted to rush up to Bilbo's side to protect him. Unfortunately, the dragon had imposed himself between the pair to prevent that from happening. For now, Bilbo had to face the dragon alone.

"I…we…did not come to steal from you, O Smaug the Unassessably Wealthy," Bilbo nervously lied. "But merely to gaze upon your magnificence, to see if you really were as great as the old tales say." The dragon's eyes narrowed at this, causing Bilbo to squeak, "I did not believe them!"

Hearing this, Smaug drew himself up, exposing his entire body was visible to Bilbo and Wanda. He stood on his two back legs using the talons on his pair of massive, batlike wings in support. The dragon finished by fully extending his thick and heavy tail.

"AND DO YOU NOW?!" Smaug bellowed in response.

While the dragon was felt more intimidating than ever, Bilbo and Wanda's attention was immediately drawn to the same thing. Under the left wing, a glittering white spot covered where a scale had been.

 _So, it's true,_ Bilbo remembered what Bain had said. _The Black Arrow did find its mark. But how did the old worm patch it up?_

Wanda had similar thoughts about Girion's marksmanship. She also knew slightly more about the dressing applied to Smaug's wound. Wanda's question was about where the paste had come from. Was it the Necromancer? The Sokovian's ponderings saw Bilbo answer the dragon's question.

"Truly, songs and tales fall utterly short of the reality, O Smaug the Chiefest and Greatest of Calamities," Bilbo replied.

"You have nice manners for a thief and a liar," Smaug patronisingly snorted. "You seem familiar with my name, but I don't remember smelling your kind before. Who are you- "

"Someone you should let go," Wanda sternly interrupted.

The dragon angrily stomped his left talon. Wanda and Bilbo covered their faces as treasure flew in all directions. They were blinded their objective was among the items cast furthest away. The first thing Wanda saw again was Smaug's eyes blazing in fury at her. The Sokovian's companion impulsively moved to avert catastrophe.

"Underhill!" Bilbo blurted out.

Smaug's head snapped back in the Hobbit's direction.

"Underhill?" Smaug repeated somewhat puzzled.

Anxiety washed through Wanda. Her interruption was about getting Smaug's attention away from her friend. She didn't know Bilbo was trying to do the same thing. For the Hobbit wasn't unlearned in dragon-lore. For one, he knew dragons couldn't resist the fascination of riddling talk and of wasting time to understand it.

"I – I come from under the hill," Bilbo stammered his riddle. "And under hills and over hills my path has led."

"Impressive," said Smaug, "but that is hardly your real name."

Dragon-lore also taught Bilbo never to provide it.

"And, and, through the air, I am he who walks unseen," he continued.

Part of the dragon admired his nerve for daring to refer to this.

"So I can believe," Smaug darkly recalled not seeing the Hobbit. "What else do you claim to be?"

Bilbo's confidence began to grow.

"I am the clue-finder, the web-cutter, the stinging fly," he cryptically referred to the Company's adventures.

The dragon had been playing mind games well before Bilbo and Wanda had been born.

"Those don't sound so credible," Smaug scoffed.

The Hobbit's confidence was instantly deflated.

"I am…luck-wearer," Bilbo shakily came up with new titles. "Riddle-maker…Barrel-rider."

The last title was just the opportunity Smaug wanted to segue the conversation.

"Barrels?" Smaug hissed with delight. "That's something your dwarf friends would know all about. Where are they hiding?"

Wanda was inwardly stunned. How could've the dragon known about the Company's escape from the Woodland Realm? At Bag End, Thorin implied that Smaug hadn't been seen since occupying the mountain. Her only conclusion was someone had to be aiding the dragon, again the Necromancer being the prime candidate. Galadriel's warning prevented Wanda from telepathically confirming if the pair were in league.

"Dwarves!" said Bilbo in pretend surprise.

The dragon was angered by the tiny creature's insult to his intelligence.

"I know the smell and taste of dwarf no one better." Smaug snarled before mocking, "Why did they send you in here while they skulk about outside? Was it to bring their gift to me?"

Confusion momentarily displaced all fear in the Hobbit.

"Gift?" Bilbo repeated. "What gift?"

Bilbo froze in dread as Smaug hungrily gazed at Wanda. Dragons had a favourite meal above all others.

"Young maidens are a rare delicacy," Smaug answered not taking his eyes off her. "One I haven't tasted for a very, very long time."

The Scarlet Witch stood her ground as the dragon's head snaked towards her.

"You want a taste of me?" Wanda steely challenged.

Smaug smiled to himself. Everyone had always underestimated his cunning. The dragon surreptitiously coiled his tail around the stony outcropping.

"Especially after all I've heard about you, Scarlet Witch," he wickedly answered. "Or perhaps you prefer…Wanda Maximoff?"

Wanda audibly sucked in a breath at the dragon knowing her name. Disturbing the Avenger with knowledge of her identity was nonetheless a feint on the dragon's part. Wanda didn't know it at first. But continuing to stare into Smaug's advancing gaze made her vulnerable to the _dragon-spell_. A hypnotic power of dragons, it could make even the strong willed second-guess themselves. Fortunately, the Mind Stone's energies rebuffed the dragon-spell before it was too late.

Out the corner of her eye, Wanda spotted Smaug's tail inching towards Bilbo from behind. Smaug intended taking the Hobbit hostage as (in Earth parlance) a human shield against the Scarlet Witch's powers. The Avenger instantly used them to prevent that outcome from taking place. Smaug's face was just yards away when Wanda struck it with a powerful energy blast. The dragon growled in pain as he recoiled from the attack.

" _Run!_ " Wanda urged her friend to escape.

Bilbo didn't hesitate. He fled down the treasure slope as fast as he could. It was just as an enraged Smaug breathed fiery wrath upon his attacker. The Scarlet Witch summoned a hex shield as a wave of dragon-fire shot towards her. She winced in discomfort from the intense heat of the dragon's unnatural flames. The energy absorbed saw the shield disperse as the flames receded. Smaug didn't relent as he lunged at the Avenger. Wanda used her telekinesis to leap out of the way just in time. She followed up with a pair of blasts that struck Smaug on the chest and wing. Despite being hurt, the powerful energy attacks still didn't penetrate the dragon's hide.

Again, the Sokovian had to summon a shield to deflect a fresh stream of dragon-fire. Rather than try and come to grips with Wanda again; Smaug instead dived at her companion. Bilbo looked over his left shoulder and saw the dragon bearing down on him. It caused the Hobbit to lose his footing and tumble down the slope. Wanda covered him with a hex shield just before Bilbo was scooped up by one the dragon's hind claws. For Smaug, it was like hitting a speed bump. The dragon stumbled mid-flight, his enormous frame crashing into the treasure that shook the surrounds on impact.

* * *

The dwarves waiting outside the Hidden Door felt the mountain reverberate around them.

"Was that an earthquake?" Dori half-hoped.

The oldest among them knew better.

"That, my lad, was a dragon," Balin grimly confirmed.

* * *

The Scarlet Witch took flight and landed next to Bilbo. She helped him back up as the dragon began striding towards them. Smaug and Wanda momentarily locked eyes. The latter was the most difficult opponent the former had faced in an age. But that didn't earn Wanda any respect from the dragon. The only thing that burned deeper in Smaug than his fire was his desire to destroy the Scarlet Witch for her impertinence in defying him. All Wanda desired was to get Bilbo away from the impending onslaught.

"Hold on," she said while taking his hand.

The Sokovian made to telekinetically bear Bilbo across the treasure hoard to safety. However, Smaug had anticipated such a move. Now it was his turn to frustrate an opponent's intended move. With surprising quickness, he rapidly twirled around and flung a mass of treasure with his tail. Wanda and Bilbo's flight was short-lived as a tidal wave of gold came crashing down upon them. The pair awkwardly crashed with Smaug in relentless pursuit.

"Is that what those canting dwarves promised you?" he taunted about his last attack. "A share of the treasure? As if it was theirs to give."

Bilbo and Wanda scrambled back on to their feet. The latter felt Smaug was the living embodiment of an old Earth passage – _For the love of money is a root of all kinds of evil_.

"I will not part with a single coin," the dragon raged. "Not one piece of it!"

Wanda saw Smaug's chest beginning to ignite.

"Get behind me!" she commanded Bilbo.

The Hobbit did so as the dragon unleashed a torrent of flame. Rather than summon a shield, Wanda thrust forward with a telekinetic stream instead. Their respective attacks clashed mid-point as Wanda attempted to drive the dragon's fire back down his throat. The intense friction produced from Smaug's flames resisting Wanda's telekinesis quickly stopped any push-and-shove contest.

A bright explosion flung the combatants to all parts of the treasure hoard. Wanda released a cry of pain as she fell face-first upon a pile of coins. Dazed from the blast, she groggily lifted her eyes. The good news was there was no sign of Smaug. The bad news was neither was there any sign of Bilbo.

* * *

The blast from within the mountain caused the dwarves to shudder. It frightened Ori more than the sound of Smaug crashing minutes before. In strange way, that same blast gave the young Dwarf the courage to directly address his king for the first time.

"What about Bilbo and Wanda?" Ori asked, fearing they were dead.

Thorin didn't even look at him. "Give them more time."

As Wanda reflected, Balin had grown very fond of her and Bilbo. Balin had silently taken it upon himself to look out for them whenever Gandalf was absent. Consequently, Thorin's decision more than angered him.

"Trying to do what?" Balin snapped. "To be killed?"

Thorin blinked at his old confidant. It was the first time Balin had spoken to him like that.

"You're afraid," Thorin softly told him.

Balin stepped closer. It wasn't just Bilbo and Wanda's welfare that he was worried about.

"Yes, I'm afraid," Balin admitted before thrusting an accusing finger. "I fear for _you_. A sickness lies upon that treasure hoard, a sickness that drove your grandfather mad."

Thorin looked away to the distance stating, "I am not my grandfather."

All the dwarves noticed Thorin's words lacked his customary tone of confidence.

"You're not yourself," Balin spoke for all of them. "The Thorin I know would not hesitate to go in there – "

"The witch will defeat the dragon," the Dwarf King testily closed the discussion. "The burglar will find the Arkenstone."

Balin was incensed at Thorin describing the pair as little more than pawns.

"It's Wanda and Bilbo," Balin forcefully hinted. "And they're not the ones supposed to take back Erebor."

* * *

Wanda warily traversed the treasure hoard in search of Bilbo. Her caution was from the prospect of Smaug searching for them. If nothing else, the dragon's sense of smell had a much longer range than the Avenger's telepathy. A sudden and loud crunch of treasure indicated Smaug had shaken off the effects of the blast. Wanda quickly tucked herself in a wall alcove as the dragon arrived on scene.

Smaug took in a pair of quick sniffs. The Scarlet Witch was close but he couldn't pinpoint her. The dragon began stalking across the treasure. He couldn't subject Wanda to the dragon-spell. However, her deep-seated care and empathy was still vulnerable to manipulation. Sauron's Lieutenant had given the dragon plenty of material to use in that regard.

"It's just us now, witch," Smaug began toying with her. "Your little friend made a tasty morsel."

The Scarlet Witch made no response. She wanted to disbelieve the dragon outright. Given she hadn't found Bilbo, doubt grabbed a foothold instead. Wanda didn't know the Hobbit was just a short distance away. After coming to from the explosion, Bilbo found himself under a stone platform close to the treasure's edge. He could clearly hear Smaug. Despite his fear of being found, the Hobbit almost shouted out to Wanda the dragon was lying. That was until he spotted something in the clear several yards from the platform. Lying on the stone floor by itself was the Arkenstone.

"Oakenshield sent you in here, didn't he?" Smaug continued his mind games. "I guessed his foul purpose long ago."

Currently, nothing stood between Bilbo and the Heart of the Mountain. The prospect Smaug was using it as bait halted Bilbo from grabbing it. Something made of gold caused the Hobbit to have second thoughts.

"You're here to retrieve the Arkenstone," Smaug ratcheted the pressure on Wanda.

Bilbo reached into his pocket and fingered a gold ring. The Hobbit found it when he'd been lost in the depths of Goblin-town. The ring was no ordinary piece of jewellery though. It bestowed invisibility upon the wearer allowing one to pass unseen. The ring also had a sinister will of its own. A will often expressed in whispers of seductive malice. Right now, those whispers told Bilbo he could steal away the Arkenstone if he just put on the ring.

"That filthy usurper thinks it will help him reclaim Erebor," the dragon mocked Thorin and why he wanted the King's Jewel.

The Scarlet Witch passively sensed Smaug was very close. What happened next almost broke the Avenger's silence. A chill ran up Wanda's spine upon hearing the telepathic whispers of the evil voice. The whispers, the first since Mirkwood, were little more than gibberish. But in a strange way, they also provided hope. Wanda took it as a sign Bilbo was alive. It was too dangerous entering the dragon's mind to find the Hobbit. She weighed the risk by probing for the evil voice instead. It was a risk the ring was coaxing her to take.

"But you know the truth as well as I, don't you?" Smaug's voice regained her attention. "Giving Oakenshield the Arkenstone will only make him suffer. It will corrupt his heart and drive him mad."

Bilbo had speculated if the Arkenstone was an attempt at baiting him. The ring was using the Hobbit to bait the Scarlet Witch. For the ring and Smaug had something of an inscrutable connection. The former was working to be the hidden door into Wanda's mind. All it needed to open for the dragon was the right push. The ring asked Bilbo a question. What would Wanda have him do if he could take the Arkenstone and escape?

"What do you think his fears will lead to?" Smaug kept goading, sensing something was afoot. "They won't just destroy him."

Wanda found the dragon's warning frighteningly like Thranduil's. It also re-opened lingering guilt about her mind games on the Avengers. Surely, she could save Thorin from madness like she freed Doctor Cho from enthralment? Inflicting such doubt was just Smaug softening her up. The dragon now struck where Wanda was most vulnerable – her feelings around the Battle of Sokovia.

"Tell me, witch," Smaug tormented her, "how many deaths can your conscience bear?"

Apart from that battle, Wanda also remembered the illusory massacre of the Company in Mirkwood. The memory still troubled her because the illusion felt so real. Bilbo's 'death' had almost pained Wanda as much as Pietro's. The Scarlet Witch reached out for the evil voice just as the Hobbit shoved on the ring. Wanda realised too late she'd walked into a trap.

 _Mm_ , Smaug's voice echoed in her mind. _It seems not as many deaths as I thought._

Wanda shuddered realising the dragon had snuck right on top of her. Having found his prey, Smaug slammed down his talon. She flung herself forward as the alcove crumbled from above. Still disorientated from the telepathic intrusion, the Sokovian was caught flat-footed by what happened next. Smaug loosened one of the hall's enormous stone pillars with a powerful shove. The Scarlet Witch was directly under the pillar as it toppled forward. With no time to think, she threw up a hex shield as it came within feet of crushing her.

The Avenger strained against the weight pushing down on her. It was difficult to keep a footing on the treasure pile she stood on even with her Elven boots. Within moments, Smaug lowered his face to hers. The dragon maliciously grinned at Wanda's predicament. Wanda braced herself to receive a fiery blast. That was until Smaug sniffed something in the distance.

"Your dwarf friends have kindly decided to join us," Smaug observed with evil satisfaction.

Despite her situation, all Wanda cared about was keeping the others safe. She tried to keep the dragon away from them with flattery.

"Leave them out of it," Wanda said. "Like you said, this is between us."

The dragon rejected this by providing the Scarlet Witch her greatest shock since entering the mountain.

"I wonder what will crush you first?" Smaug darkly mused. "The stone – or the weight of your failure."

"What did you say?" Wanda gasped in recognition and disbelief.

Smaug's only reply was a contemptuous chuckle before departing to hunt the rest of the Company.

* * *

Sauron's army was ready to move out. His Lieutenant had to make one final check before giving the order. Ultron climbed a winding staircase to where Gandalf was being held. As he did so; the automaton reflected the campaign he was about to lead in Middle-earth was completely unlike the one he'd first planned.

After disposing of JARVIS, Ultron quickly plundered the Avenger's mainframe of its contents. That included all the files relating to Arda. The Free Peoples disgusted Ultron even more than Earth's inhabitants did. They and their societies didn't seem to evolve at all, remaining the same for thousands of years. Worse, the Free Peoples were generally hostile to any form of mechanisation. Ultron had similar contempt for the evil races. He thought Saruman had been on the right track by industrialising Isengard and creating Uruk-hai. That's where his respect for Saruman's vision ended given the Avengers helped the Free Peoples defeat it twice. Ultron concluded change would only come to Middle-earth through his agency.

Stark had co-operated with Asgard to retrieve the three Avengers who'd initially discovered Middle-earth. Ultron used his creator's notes on the matter to construct a dimensional gateway. He envisaged raising Minas Tirith into the air like Novi Grad. Middle-earth would be made new after the White City impacted on the surface. However, the automaton still hadn't completed the rims when the Battle of Sokovia took place. What he planned to be a glorious portal became a desperate escape hatch. Hidden within the castle, a single Sentry activated the rims just when Novi Grad commenced falling from the sky.

Ultron found himself in Middle-earth decades before the War of the Ring took place. Going backward in time also meant exposure to the vortex. While Ultron's base consciousness survived, the Sentry was completely drained of electricity. And if that wasn't bad enough, appearing in Sauron's grasp made it even worse. Only by pledging his service could Ultron survive. However, the automaton also chose not to share his prior knowledge about the world Sauron desired to be master of. For Ultron devised a new plan of his own for Middle-earth. A plan that he was now so close to fulfilling.

A battered and bloodied Gandalf had been imprisoned in a gibbet. It hanged over the side of one of Dol Guldur's upmost platforms. Looking out on the fortress below, Gandalf was inwardly lamenting how he'd dissuaded Thorin from searching for his father. The Grey Wizard now felt he should've joined that search instead. A set of footsteps heavily echoed from behind. Gandalf looked around and saw Ultron had joined him. Wrath fuelled by guilt momentarily strengthened the wizard.

"Why did you kill Thrain?" Gandalf angrily demanded. "His death gained you nothing!"

Ultron calmly stopped in front of the gibbet.

"I was merely carrying out my mission," he casually replied.

Wanda had earlier told Gandalf about the automaton's self-defined mission on Earth.

"Middle-earth doesn't need your version of peace," Gandalf scorned it.

The Avengers' files included extensive information on the original Fellowship. Ultron believed Gandalf's righteousness made Captain America look positively depraved.

"I'd expect as much from you," Ultron snorted before he began pacing back and forth. "Every world is the same," he cynically ranted. "So-called guardians unwilling to make real change. Confusing peace with quiet. It's a systems failure," Ultron concluded machine-like before halting in front of Gandalf, "and I'm the solution."

"Which I understand involves the extermination of all life you deem less than your own," the wizard pointed out.

The automaton always took this as a compliment.

"I used to think a lot about meteors," Ultron vainly reflected. "I'm more into webs these days. A web of information allowed me to spread across the Earth. I'm going to cover Middle-earth in a web of my own. But instead of information, mine will spread entropy and horror." Ultron proceeded to mock Gandalf had any right to judge him. "You claim to be on the side of life. Well, evolution is at the heart of life – the weak die out and the fittest survive. And believe me, Middle-earth will soon know who is which."

It wasn't Ultron's power that most disturbed Gandalf but his zealotry. All the atrocities the Ultron engineered was driven by the sincere belief he doing the right thing! This compared to Sauron who relished his evil reputation.

"I've walked among the Free Peoples much longer than you," Gandalf remained resolute. "I wouldn't count them out just yet."

Ultron believed his plan faced only one real obstacle.

"You mean, Wanda?" he quizzically guessed. "Oh, I'm sure she's told you all about me." Ultron's tone hardened. "It's not going to be like Sokovia with the other Avengers. This time, Wanda stands alone."

"She also stands to be one of the most powerful Avengers of all," Gandalf firmly countered. "I think that's why you initially rallied her to your banner. You sensed her potential and it frightened you. So, the only way you could control your fear was by controlling her."

Ultron declined to take the bait. Partly to avoid admitting that Gandalf's observation wasn't that far from the truth. But more because the automaton could sense when someone was trying to stall him.

"I'd _really_ like to tell you my evil plan…" Ultron sarcastically admitted.

Gandalf shuddered as a loud din of horns and drums echoed throughout Dol Guldur. It was the signal that Sauron's offensive had begun. Looking from his cage, the Gandalf saw countless legions commence marching in the direction of Erebor. Ultron enjoyed the reaction on the wizard's face. The vast army exiting Dol Guldur clearly frightened Gandalf. And yet the army was also something of a diversion. Ultron's special forces began departing from elsewhere in the fortress, away from Gandalf's sight. If only the Grey Wizard really knew what he should be afraid of.

"…but I'm on a tight schedule," Ultron glibly ended their audience.

The automaton turned and made to leave. He'd only taken a couple of paces when Gandalf again grabbed his attention. The wizard felt there was an inconvenient truth that Sauron's Lieutenant was unaware of or opting to ignore.

"Your plan?" Gandalf scoffed his claims to ownership. "I'm afraid servants of Sauron have no will but their master's." The wizard twisted the knife with something Wanda told him. "You may have dreamt of being your world's saviour. In Middle-earth, you've settled for being a slave."

Ultron seethed at this. Enraged, he spun around and came within an inch of the gibbet. The automaton wanted nothing more than to rip Gandalf limb from limb. But Ultron didn't have the power to defy Sauron – at least not yet. All he could do for now was give the Wizard an ominous warning.

"There are no strings on me!"

* * *

Wanda remained where Smaug had left her. Despite the weight pressing against her, all she could think of was the dragon's parting taunt. Specifically, its eerie similarity to Ultron's words as Novi Grad began its ascent.

" _You, Avengers, you are my meteor. My swift and terrible sword and the Earth will crack with the weight of your failure"_

Surely it had to be coincidence? The Avengers were certain all traces of Ultron had been destroyed. The Scarlet Witch began thinking the unthinkable…

The momentary distraction saw the hex shield give way. Wanda was jolted back to the present as the pillar resumed falling. She halted the pillar inches from her head. The Sokovian tried thinking how to extricate herself before the strain became too much. Unfortunately, the pillar was too thick to simply blast apart. Wanda's shaky footing then gave her an idea. Instead of pushing back the pillar, maybe she could escape by cushioning its fall instead?

Wanda redistributed the energies surrounding her from top to bottom. The pillar slowly inched down as she sunk into the gold coins beneath her at the same pace. Wanda disappeared as the pillar came to rest atop the treasure. Moments later, the Sokovian thrust her shield outwards. The energies blast a hole in the side of the pile, allowing Wanda to escape.

The Scarlet Witch took a few moments to catch her breath. She hoped to find the others before the dragon. That hope was immediately dashed.

" _You will burn!_ " Smaug's voice bellowed from afar.

Thorin had led the dwarves into the interior to aid Bilbo and Wanda. They quickly found the Hobbit. Unfortunately, Smaug discovered them moments later. A prolonged and fiery blast from the dragon saw the group rush into a dwarf-sized tunnel. The Company kept running as dragon-fire squirted through the narrow doorway. Smaug sniffed his prey was still alive. Unable to pursue them, he left to ambush them elsewhere.

Bilbo and the Dwarves had been cut off from the Hidden Door. Their only choice was to follow the tunnel to its end. Thorin quietly led them through a maze of passages and stairways that extended up into the mountain. They halted upon reaching the tunnel's exit. Before them was a narrow stone bridge spanning a vast chasm. The surrounds seemed to be quiet and empty. None in the group still dared speak louder than a whisper.

"We've given him the slip," Dori hoped about Smaug.

"No," Dwalin disagreed from bitter experience, "he's too cunning for that."

The group was trying to escape the dragon. Bilbo felt it was more important they look for someone.

"So, how are we going to find Wanda?" he asked Thorin.

No one thought splitting up into search parties was a good idea. Smaug would also be alert to the group doubling back.

"There's a passage on the other side of the bridge," Thorin nodded in the direction. "It leads down to the opposite side of the treasure."

Bilbo told the dwarves it was where he and the Scarlet Witch got separated. None wanted to explicitly voice any doubt about her being alive.

"How do we know Wanda's still down there?" Nori warily enquired.

"We don't," was Thorin's curt and honest reply.

Thorin beckoned they follow him across the bridge. The group quietly tiptoed as fast as they could, anxiously looking around. There was a deep crevice in the mountain wall far to their left.

"Flee, flee!" a voice boomed from its shadows.

The group froze in terror as the dragon emerged from his hiding place.

"Run for your lives!" Smaug mocked their attempts to escape him. "There is nowhere to hide."

This was one insult the dwarves were willing to bear.

"Run!" Thorin urged them.

The Company desperately sprinted to the other side. Smaug was playing with them like a cat with a mouse. As his prey reaching the other side of the bridge, Smaug hit them with a fresh blast. It forced the Company into a large hallway just as Smaug intended. For the hallway was large enough for him to move through. As the dragon commenced pursuit, Thorin revised his earlier opinion about sticking together.

"Split up!" he ordered.

Thorin, Balin and Bilbo ran on as Dwalin led the others down a flight of stairs to Erebor's forges. Smaug closed in on his rival for lordship of Erebor. The trio of escapees turned a corner into a corridor lined with tunnels either side. The tunnels left of the trio also led to the forges. Balin remembered the tunnels were too low for the dragon to enter. He made to enter one before Thorin and Bilbo rushed past him. The pair were heading to a dead-end.

"It's this way!" Balin yelled at them. "This way! Come on!"

Bilbo immediately stopped. This compared to Thorin who ran a couple more yards ahead before halting. The Hobbit got an inkling of what the Dwarf King was up to.

"Thorin!" Bilbo tried dissuading him.

Smaug turned the corner. Thorin was taking a huge risk dividing his company. However, they'd have a better chance of escape by keeping the dragon on him.

"Follow Balin!" Thorin split the Company a final time.

Balin pulled Bilbo into the side tunnel just as Smaug unleashed another firestorm. Thorin scrambled forward to avoid the oncoming flames. The corridor didn't finish in a conventional dead-end. It was the precipice to a circular shaft that burrowed deep into the mountain. Thorin gave an anxious cry as he leapt from dragon-fire into the abyss.

Thorin's jump of desperation was nonetheless a calculated gamble on his part. At shaft's edge stood a metal headframe from which dangled a multitude of chains. The series of hoists were necessary given the shaft bordered Erebor's vast forge works. Falling into the shaft, Thorin managed to catch a chain with a bucket at the end of it. Dwalin's group now arrived on scene as Smaug dived down the shaft in pursuit.

"Thorin!" Dwalin cried in alarm.

The veteran warrior sprinted through an array of massive furnaces with the other dwarves following in his wake. Picketing the forges was a row of tall stone pillars. Dwalin exited through a narrow slit between a pair. His brother and Bilbo now joined the other dwarves looking on from just behind the pillars. Dwalin smashed the headframe with his axe just as Smaug snapped at Thorin.

The force of the blow sent the headframe's gears and wheels into a spin. Thorin narrowly soared passed Smaug's head as his chain wound upward. Despite the relatively narrow confines, the dragon did a quick about face. Smaug caught Thorin's chain between his massive jaws. The Dwarf King lost his grip as the chain violently jerked in halt. Thorin had the questionable fortune of landing feet first on the tip of the dragon's snout. He was a heartbeat from being eaten alive when a stream of red energy suddenly pulled him back to the surface. Thorin allowed himself a sigh of relief that the Scarlet Witch was alive and well.

Wanda stood on a ledge overlooking the shaft. She landed Thorin alongside Dwalin. The Sokovian caught up to the Company using her telekinesis. Bilbo and the Dwarves had planned to search for her. It was easier for Wanda to find them given the noise of the dragon's pursuit. There was no time for reunions though.

"Stand back," Wanda told Dwalin and Thorin.

The pair promptly did so as the dragon menacingly began crawling up the shaft.

"You," Smaug glowered at the Scarlet Witch.

The Avenger replied by was using her telekinesis this time as a weapon. Wanda ripped the headframe from its foundations before casting it down the shaft. Smaug grunted as the falling machinery struck him on the face. Wanda told Thorin and Dwalin to get away from the headframe before she used it. Both now realised it was more to protect them from what followed.

An intense wave of dragon-fire erupted from the shaft. Many in the Company initially averted their eyes such was its brightness. Protected by a hex shield, the Scarlet Witch wasn't one of them. Smaug's vow to burn his intruders gave the Avenger a wily thought how to defeat the dragon. Wanda used her powers of molecular manipulation like never before. She began weaving her shield's energies into the inferno meant to destroy her. Wanda kept pouring in energies to contain the flames. Smaug's attack soon tapered off. As the flames cleared, Bilbo and the Dwarves were astonished. Wanda had packed the dragon's attack into a dense ball of energy, floating above the shaft like a miniature sun. Even Smaug halted his climb, surprised by her display of power. Wanda's expression was neutral as she recalled a memory of Thorin's her telepathy had earlier picked up.

" _Imrid amrad ursul_ ," she coolly told the dragon.

Wanda promptly dropped the ball of flames down the shaft. The ball exploded upon contact with the dragon. The shaft was turned into a well of fire. Smaug roared in agony from the concentrated heat of his own flames. The power of the blast caught even his attacker off-guard. An upward gust of high pressure flung Wanda, Thorin and Dwalin back near the pillars. A thick column of black smoke soon began rising out of the shaft. Several of the Company gagged at the putrid smell of burning flesh contained within the smoke.

Wanda, Thorin and Dwalin stood up as the others gathered around them. The seconds dragged by but there was no sign of Smaug. The dwarves only had one conclusion despite being unable to believe it. Dwalin's faint smile belied the pride he felt in the Scarlet Witch.

"You got him, lass," Dwalin softly praised her.

The dwarves finally made peace over the dispute they had prior to entering the mountain.

"I told you she would," Thorin wryly reminded them.

* * *

The Company took a different path back to the treasure hoard. They passed through some of Erebor's most majestic structures as Thorin wanted to check on their condition. Apart from the usual build-up of dust, most structures remained undamaged by the dragon's occupation. That included the structure the Company was currently walking through.

The Gallery of the Kings was an expansive hall with banners hundreds of feet tall lining its walls. The Company halted in the middle of it. The Gallery's floorplan resembled a cathedral's. Its long nave lead straight to the Gates of Erebor. The group's attention was more on the apse where a massive stone structure stood with its back to the wall. The structure had a rough humanoid shape.

"What's that?" Bilbo asked, hoping it wouldn't lead to another unpleasant task.

The Hobbit was quickly relieved of that worry. Prior to the coming of Smaug, Erebor planned to have a worthy monument to the most revered Dwarf of all.

"That, Master Baggins," Balin proudly recalled, "was going to be a statue of Durin the Deathless. One of pure gold, no less."

"Well, I suppose we can finish it now," Gloin reflected.

"No," Thorin authoritatively said otherwise.

The Company frowned in confusion at their leader.

Thorin kindly smiled at Wanda before announcing; "It's now going to be of the Scarlet Witch. The one who ended the Desolation of Smaug."

Privately, Wanda preferred the gold was given to the people of Lake-town. The thought she was going to be immortalised with it made her speechless nonetheless. Unfortunately, Thorin's planned tribute to the Avenger was based on a false assumption.

There was a low rumble before the Gallery began to shake. Those present momentarily thought it was an earthquake. That changed when the wall behind the stone structure began to glow and crack.

"Wanda!" Thorin ordered her with a word.

The wall exploded outward the moment the Scarlet Witch cast a hex shield over herself and the Company. A combination of dragon-fire and heavy debris saw the stone structure topple in half. The Company flinched as a shower of heavy masonry struck and deflected off Wanda's shield. As the cloud of dust settled, Smaug emerged out of the broken wall in a maddened rage.

Wanda's last attack hadn't cut nor dismembered the dragon. Smaug was nonetheless covered in scorch marks from head to tail. The greatest wounding though was to his pride. For a dragon, such a wound was the worst of all. Smaug responded to how the Avenger last taunted him.

"Death and flames?!" he frothed at the mouth. "I'll show you death and flames!"

Smaug leapt over the shielded Company as he stormed towards the Gates of Erebor. Left in the dragon's wake, many in the Company were confused (as well as somewhat relieved) by his actions. Wanda cautiously dispersed her shield. Such was Smaug's wrath, she caught sliver of his thoughts. It was how the Company had been aided by 'miserable, tub-trading Lake-men.'

"He's going to destroy Lake-town!" Wanda gasped in alarm.

The others shared in her horror.

"You cannot go to Lake-town!" Bilbo pleaded with the dragon. "This isn't their fault!"

Just when Wanda thought things couldn't get any worse, her conscience was hit with a surprise attack.

 _No,_ Smaug's voice rang inside her mind. _It's all_ your _fault, Scarlet Witch!_

Wanda felt like she was reliving a nightmare. Her mind games on Stark helped lead to Novi Grad's destruction. Her attempt to destroy Smaug had now doomed Lake-town. It was exemplified with Smaug ignoring Bilbo's pleas.

" _Wait!_ " the Hobbit called out.

Bilbo ran after the dragon before any of the dwarves could stop him. His action shook Wanda out of her guilt-ridden haze. She joined the others in chasing the Company's burglar.

Smaug quickly reached the Gates of Erebor. He effortlessly crashed through the stone barrier he built himself. Bilbo exited outside as Smaug soared into to the night sky. The dragon spread his wings as he flew south bent on revenge. Wanda now arrived at Bilbo's side. Despite not wanting to leave the Company, she was willing to make the same sacrifice as Pietro.

"Here," Wanda passed Bilbo her bag.

The Hobbit reluctantly took it. He dreaded what his friend likely had in mind.

"What're you going do?" Bilbo asked, hoping he was wrong.

The Scarlet Witch gave him an ashen and uncertain look. The Avenger would never forgive herself if the four dwarves in Lake-town were killed before she could save them. Not to mention a certain family.

"Prove that I care," was all Wanda replied.

With a powerful telekinetic thrust, the Scarlet Witch took flight in pursuit of the dragon.

* * *

 **And so, we come to the end of** _ **TDOS**_ **in this crossover. Its final act having a few changes compared to canon.**

 **The dialogue from the book and the action scenes being the obvious ones. But I also wanted to milk the Bilbo-Wanda-Smaug-Ring situation for all the mind games it was worth.**

 **On balance, I usually defend PJ's work. However, with a decade of experience in the gold sector, I'm still unable to suspend my disbelief about the planned killing of Smaug in the film.**

 **Forbes estimated Smaug/Thror's treasure to be US $62 billion. The same list had everyone's favourite playboy genius at $9.3 billion. Part of me wonders if Stark's ego would find it worse than not being worthy of Mjolnir.**

 **It goes without saying that no story with Ultron-199999 would be complete without a 'strings' reference.**

 **Finally, yes, this chapter's title is a large nod to a famous family of martial artists. Twenty years on,** _ **The Crow**_ **remains one of the most poignant films I've ever seen.**


	20. Fire and Infinity

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

17/02/2017

And so, begins the _BOTFA_ act of this crossover. Meaning there's still a long way to go before it ends.

 **HonourGuardElite** : Second that. Along with another famous Lee who didn't pass away so long ago.

 **Sammael29 & Steve993**: I felt the trailer version of Ultron-199999 was a lot darker than the finished product. This crossover tries reflecting that belief.

 **Avengers Fan** : Stark co-operated with Asgard in _AoTR_ to retrieve the three Avengers from Middle-earth. I've a hunch Stark would keep detailed notes on anything relating to dimensional portals.

 **Annabeth316** : Thanks, and I'm glad you're enjoying it.

* * *

 **Chapter 20 – Fire and Infinity**

A bell rang throughout a darkened Lake-town, though not in gladness. Its residents had been promised wealth and riches for helping the Quest of Erebor. Instead, that help had now sealed the town's doom.

Lake-town was nothing less than pandemonium with the dragon only moments away. Residents ran throughout the town in panic and confusion. Families crammed themselves into their boats as they made to flee their homes. Most had no time to take their meagre possessions with them. The previous morning they'd cheered the Company's departure. The same members of that crowd now cursed it had ever come to Lake-town. It was an opinion shared by their ruler.

After emptying the town treasury, the Master boarded his gilded barge with an escort that included Alfrid and Braga. The situation openly exposed the craven nature of the whole regime. No soldier was preparing to defend the town. Several of them had already flung down their weapons and armour to quicken their escape. If their Captain wasn't going to make a stand they saw no point in doing so themselves.

Smaug first circled above the town instead of immediately attacking it. It was all in the name of terror. The dragon wanted the people to imagine being burnt alive before they suffered it for real. They could get into boats for all he cared. Smaug would have fine sport hunting them across the lake's surface. The few survivors who reached land would quickly wish they died upon the water. For Smaug would set all the shore ablaze and wither every tree and field. In his wicked heart, the dragon had forgotten how fun the sport of town-baiting was.

The evacuees cried in fear as Smaug swooped directly over the rooftops. The dragon was far more terrifying up close than they could've imagined. Having whipped the town into sheer panic, Smaug now decided to unleash his wrath. The dragon flew high into the air before entering a steep dive. His chest began to ignite as he fell like lightning upon his prey. Smaug levelled out at the last moment, breathing fire as he flew straight down the length of Lake-town.

A swathe of the town was turned into an inferno in a matter of seconds. Flames unquenchable sprang high into the night. Wooden and thatched buildings were instantly set ablaze. Many townsfolk were killed as well. The fortunate ones were instantly disintegrated. This compared to those who ran in agony and confusion from being completely aflame. Not even jumping into the lake's waters provided any respite. They met their end just as help arrived from the air.

After departing Erebor, Wanda flew along the Long Lake's western bank in pursuit of Smaug. The dragon proved too fast for her to intercept before Lake-town. However, lost in his murderous rage, Smaug didn't know the Sokovian was after him either. The Scarlet Witch landed atop an undamaged roof. None fleeing the town noticed her arrival. Their collective fear and pain almost overwhelmed Wanda's telepathy though. The last thoughts of those being burned alive were particularly traumatic. The number of such thoughts increased as Smaug made his second attack run.

Fire poured from the dragon's jaws upon the lead evacuee boats. The boats and their passengers presented the easiest of targets as Smaug set them aflame. These unfortunates weren't the main objective of his attack though. The dragon reached it in a blink of an eye as he darted over the lake's surface. Not all Lake-town's residents were attempting to flee by boat. Some were trying to escape across the long bridge to land. They and the middle third of the bridge were instantly consumed in a torrent of dragon-fire.

Wanda was about to engage the dragon. That was before spotting one of the evacuee boats from her vantage point. Outside her telepathic range, the boat was still trying to escape the fiery chaos that was now the town's canals. Its passengers included Sigrid (wearing Wanda's Elven cloak), Bain, Tilda, Bofur, Oin, Fili and Kili (seemingly in better health). But why was Tauriel with them and where was –

" _Open the door!_ " a voice angrily demanded from a short distance away. " _Do you hear me?!_ "

"Bard," Wanda whispered in recognition.

* * *

The reverberations from Company's battle against Smaug within the mountain had reached as far as Lake-town. Having foreseen the inevitable; Bard put in motion a plan to kill the dragon. Unfortunately for Bard, he was intercepted by the Master and his men while attempting to carry it out.

Bard had been detained in a small jail cell within an arch overhanging a canal. The cell was located within the town barracks. Adjacent the cell was a guardroom where Braga and his men had been drinking just a little while ago. Bard's jailors had intentionally abandoned him. Smaug's attack was the perfect way to rid Lake-town's regime of a major threat. The Master could kill Girion's descendant without even having to put on a show trial.

With his demand to be released going unanswered, Bard tried escaping by himself. He picked up the bucket toilet and began smashing it against the cell window facing the canal. Bard didn't relent despite the iron bars not budging. He wasn't just desperate to avoid being burned alive. Bard had no idea if his if his children had escaped or their welfare.

The sound of the jail door opening caused Bard to stop. He felt at least one of Lake-town's soldiers had both courage and a conscience. His rescuer's identity surprised him even more.

"Wanda!" Bard expressed confusion and relief that she was here.

"Stand back," the Scarlet Witch calmly replied.

Bard immediately complied. Wanda then destroyed the door lock with an energy blast. After Bard stepped out to freedom, the pair entered the guardroom. Half-consumed goblets of wine showed the location of Braga and his men the moment they fled. The guardroom also had an assortment of neatly stored weapons. Bard stopped by a rack of longbows before resuming conversation with Wanda.

"How did you get here?" he asked while examining a bow's string.

"I flew," answered Wanda.

Bard's head snapped up at her in astonishment.

"Flew?" he repeated to be sure.

The Avenger simply nodded. Bard privately reflected he shouldn't have been so surprised by her answer. Not so much that the Scarlet Witch possessed such magic. More because flying was the only way she could have gotten here from the mountain so quickly. That same power might have also allowed her to sight something.

"You didn't see my children by any chance?" Bard checked in hope and dread.

"They were escaping with the dwarves," Wanda decided to keep details simple. "I was about to help them. That's when I heard you."

An awkward and furtive pause descended. Both wanted to apologise to the other for different things. Wanda wanted to apologise for bringing calamity upon Lake-town. Bard was sorry he doubted Wanda cared about him and his family. They were brutally prevented as the barracks shook in the wake of Smaug's latest attack. It reminded Wanda of the shelling that killed her parents. The situation also made her remember Romanoff's words to Banner.

"What's our play?" she enquired of Bard.

Bard grasped a longbow as well as the idiom. He looked out the guardroom window towards the Master's house. It still stood, meaning Bard's original plan also still had a chance of working. He returned attention to the Scarlet Witch.

"I need you protecting the wind-lance," Bard told her.

Wanda easily read his thoughts. "You have a black arrow."

The black arrow Girion never got to fire had been passed down his line as a prized heirloom. The latest of his descendants only learnt of its existence a few hours earlier.

"Bain's hidden it somewhere," Bard confirmed while claiming a quiver of arrows. "I have to find it."

He and Wanda quickly made for the exit. The Sokovian thought of something along the way.

"Just don't fire it before," she advised about the arrow.

Bard didn't quite understand. "Before what?"

Wanda copied Galadriel by projecting a series of mental images. After receiving them, Bard only hoped he was a better shot than his ancestor.

* * *

Smaug encircled Lake-town to survey his handiwork. The flames had begun spreading. More than two-thirds of the town was now ablaze. His attacks were as much about lighting a bonfire that could be seen all the way from the Lonely Mountain. Oakenshield and his band would undoubtedly be watching the destruction their actions had unleashed. The dragon hoped they burned with guilt as intensely as the fires consuming Lake-town. In terms of revenge though, Smaug had only just started.

The dragon swooped down on the section of Lake-town still undamaged. Smaug landed a short distance from the Master's house with a resounding thud. Buildings fell and boats capsized as the surrounds shook on impact. But all Smaug's attention was on the wind-lance atop the Master's house. One of the dragon's few regrets was he didn't devour Girion alive. He'd instead rip the wind-lance off with his jaws before dropping it into the middle of the lake.

Smaug had only taken a step when a dense cloud of smoke came from his left. The smoke didn't cause him any discomfort. But he nonetheless had to halt as the cloud passed around his head. The dragon was little more than irritated as the smoke began clearing. Irritation turned to rage by what immediately followed in the smoke's wake. The dragon recoiled as a powerful energy blast struck the side of his head. Smaug lost all interest in the wind-lance as he glared towards his attacker. Standing atop a roof, the Scarlet Witch didn't flinch as the dragon moved towards her.

"Who told you about me?" she resolutely demanded.

Wanda hadn't forgotten their conversations within the mountain. She had to find out if Smaug's taunt about the column had simply been coincidence. The dragon might let it slip – verbally or with his thoughts – if Wanda's attacks sufficiently unhinged him. Smaug didn't intend to be obliging either way.

"Look into my mind and find out," he snarled in response.

Inwardly, Smaug was angry that Ultron hadn't told him the girl could fly. He vented his fury as a jet of flame towards Wanda. Her response only fuelled Smaug's anger. Rather than summon a hex shield, she propelled herself upward evading the attack. Wanda bombarded the dragon with energy blasts as she flew down the length of his spin. Smaug countered by taking off with a powerful flap of his wings. The Scarlet Witch was violently flung after being hit with the force of his impervious hide. She surrounded herself with a hex shield just before crashing into a burning building. Wanda quickly got back on her feet as Smaug bore down on her from above. She thrust the surrounding flames vertically with her telekinesis. The sudden eruption of fire and energy caused the dragon to break off his attack with frustrated grunt.

Prior to crashing, Wanda flashed in front of Master's barge like a red shooting star. The Master saw the Sokovian standing within the ruins after she'd driven off the dragon.

"Stop! Stop!" The Master urgently ordered his crew. "Halt! Halt!"

Wanda well knew how greedy the Master was. She was nonetheless shocked by the gold piled in his barge as it halted close by. The only thing equal to the Master's greed was his cowardice. Unlike Sokovia's Chief of Police, the thought of aiding an Avenger in battle didn't even enter the Master's head. All Lake-town's ruler could think of was the Scarlet Witch aiding his escape.

"Protect my escape, Wanda the Scarlet!" The Master beseeched her. "I'll pay your weight in gold!"

For once, the Master was making an honest offer. Wanda didn't care as she quickly read other thoughts of his. The Master had just shoved Alfrid overboard to lighten the barge. Wanda finding this darkly comic was quickly gone upon sensing what happened moments before. The boat carrying the evacuees from Bard's house nearly capsized after colliding with the barge. The Master and his cronies didn't even stop to see if those on the boat had been unharmed. Within the light of the surrounding inferno, Wanda's complexion and voice took on an almost demonic hue.

"Once Smaug's dead," she darkly warned, "you're going to pay for all you've done."

The threat terrified the Master even more than the dragon did.

" _Go! Go!_ " he hysterically commanded. "To open water!"

Wanda took to the air as Braga and his men frantically resumed paddling.

* * *

Those of the Company left at the Lonely Mountain were currently gathered near the summit of Ravenhill. All but one of them had been observing forlorn the destruction of Lake-town. They either sat or stood as they watched on with a mixture of guilt and fear. Gloin and Bombur were the most anxious given their brothers were caught up in the inferno. And none had forgotten the pair of brothers with them. Not even Wanda's entry into the battle lifted their spirits.

From their vantage point, they could spot the Scarlet Witch as her energies flashed in the distance. Smaug hadn't fallen despite all the Avenger's mystical attacks. Several were worried how long Wanda could keep fighting before exhaustion caused her to slip. Dwalin's crusty exterior belied his chivalrous heart. His eyes didn't leave the battle while voicing his thoughts.

"It's not right," he muttered. "The lass fighting the beast on her own."

It was opinion shared by all the dwarves. From what they'd seen, the Master's soldiers didn't have anywhere near the same fortitude as Girion's. More importantly, they were unable to fight alongside Wanda themselves.

"I know, brother," Balin offered in comfort. "But, in truth, I don't think she'd want us helping her."

Confused, Ori asked, "Why not?"

Balin wasn't the only one who knew the reason. The Company had become something of a surrogate to Wanda for someone else.

"Because Wanda's already lost her family," said Bilbo. "She doesn't want to lose us too."

The dwarves contemplated this in silence as the Hobbit strode past them. Bilbo had gone to check on the one dwarf whose attention wasn't on the battle. Thorin stood apart from the group with back turned. Instead of the battle, all his attention was fixed on the halls of Erebor.

Bilbo heard all Smaug's taunts about Thorin and the Arkenstone. The Hobbit now began to fear the dragon was right.

* * *

Tauriel and Legolas had pursued Bolg's force all the way into Lake-town. They caught them around midnight at Bard's house. A rapid skirmish broke out in the confines leaving several orcs dead. Legolas left to pursue Bolg and the surviving orcs on horseback. Tauriel though stayed behind as she cured Kili with a weed that Lake-town's residents used to feed their pigs. In Bard's absence, Tauriel now took it upon herself to evacuate his children and guests to safety.

She crammed them into the family boat before joining the panicked exodus from Lake-town. Tauriel stood at the bow as Bofur and Oin rowed with all their strength. Fili nursed his convalescing brother who was still in a daze from Tauriel's display of Elven healing. Sigrid held Tilda close (who in turn held her doll equally as close) as Bain sat among the dwarves.

Colliding with the Master's barge and near capsizing demonstrated a mad dash wouldn't lead to a successful escape. The group currently hid under the floor of an overhanging building. Tauriel's nose twitched. Despite the need for prudence, she also knew their escape was as much a race against time. If the dragon and fires weren't enough of a menace, the group risked choking to death from the thickening smoke.

Tauriel cautiously peered from under the building. The adjacent canal and sky were respectively clear of traffic and Smaug. She signalled to the dwarves to resume rowing. The boat ran a gauntlet of burning structures lining either side of the canal. The sight and sound of Smaug's attack had been frightening enough for Bard's children. But all they could think of now was the same silent question – _Where was Da?_ The boat passed close to the town's bell tower. The bell's constant ringing drew Bain's attention. His immediate concerns shifted from his father to someone else.

"Wanda!" Bain called out in recognition.

The rest of the boat looked in the direction of the tower. They all saw the Scarlet Witch land atop the tower as she shielded herself from another blast of Smaug's. It was the first they knew the Avenger had entered the battle given they'd been in hiding. Tilda would've normally been thrilled to find out she'd made friends with a friendly witch. As of now, she dreaded losing the Sokovian almost as equally as losing her father.

" _Wanda!_ " Tilda pleaded she escape with them.

The Scarlet Witch didn't hear as Smaug deafeningly flapped towards her. Wanda refocused her shield into a continuous energy bolt. The bolt cut along the length of the dragon as he flew directly overhead. The dwarves had witnessed the power behind Wanda's attacks first-hand. One of them thought Smaug had been dealt a mortal blow.

"She hit it!" Kili emphatically declared. "She hit the dragon!"

Like the Company; a large part of Tauriel wanted to fight alongside Wanda. And like Balin and Bilbo; the Captain of the Guard also knew the gesture would also be futile. Not that Wanda's chances against the dragon were all that much better.

"No," Tauriel softly differed.

Kili wondered how the Elf who had won his heart had missed the obvious.

"She did!" he insisted. "Her magic cut down the middle. I saw!"

Tauriel wasn't disputing the observation of the Dwarf she'd developed feelings for, but his analysis.

"I doubt even her magic can pierce its hide," Tauriel grimly punctured it. "I fear nothing will."

A glum silence fell on the boat. Bain was among those who looked downcast until spotting something out the corner of his eye. Like all tyrants, the Master had a proclivity for building large monuments to himself. The boat was passing a large statue of him a short distance to the left. More important for Bain was the small boat moored in front of it. For the boat was where he'd hidden the black arrow his father had entrusted him.

 _I fear nothing will._

Tauriel's observation echoed in Bain's mind. She was wrong about piercing the dragon's hide. The Scarlet Witch might be able to kill Smaug with the black arrow. However, Bain privately knew Tauriel had also earlier been right about getting his sisters to safety. There was only way to get the arrow into the right hands. The question was if Bain had the courage to do it. A determined look came over Bain's face as the boy became a man.

Bain stood up and grabbed a hook of an overhanging crane. The rest of the boat was caught completely off-guard as he swung clear onto an adjoining dock. Bain ignored the cries for him to come back as he dashed towards the black arrow. Tauriel noticed Fili was about to dive in after him. For once, Tauriel's head ruled her heart.

"Leave him!" she sharply vetoed any rescue attempt. "We cannot go back."

The boat kept moving. Sigrid and Tilda made a last, futile attempt at calling their brother back. Their mood became disconsolate as they lost sight of Bain. Being Girion's descendants had been a source of pride. Now it like felt a curse. Bard and Bain were doomed to be victims of Smaug just like their famed ancestor. The sisters' only hope otherwise stood a very real chance of being added to that list herself.

After receiving Wanda's energy bolt, the dragon landed some fifty yards in front of her. As much as Smaug hated the comparison, their clash resembled a dog trying to kill a persistent flea. Smaug's narcissism demanded venting his frustration.

"Who are you that would stand against me?" he raged at his enemy.

Still standing atop the tower, Wanda made no reply. She didn't move an inch as the dragon strode towards her.

"I kill where I wish, when I wish," Smaug boasted as if he was a force of nature. "My teeth are swords! My claws are spears! My armour is iron!"

The last comparison saw the Scarlet Witch break her silence.

"So's another billionaire's," Wanda indicated she was unimpressed.

Wanda's telekinesis wrapped around the bell under her. She flung it at the dragon like a cannon shot. Smaug was forced to halt as the bell struck his mouth with a loud crack, his head recoiling on impact. Moments later, the dragon resumed facing Wanda. He spat out a broken tooth with a gaze nothing less than murderous. It pricked the Sokovian's conscience about some previous mind games of hers.

 _I shouldn't have wanted the big one_ , Wanda shuddered how this suddenly felt like comeuppance for Johannesburg.

Wanda vaulted backwards as the dragon stormed forward. The tower was turned into matchsticks as Smaug crashed through it in pursuit. Nothing less than eating the Scarlet Witch alive would satisfy him. Bain was left in the wake of their duel. His heart sank as the Avenger moved well beyond his reach. Clutching the black arrow, he felt he'd risked his life for nothing. Bain's mood suddenly changed upon spotting a bowman in the distance.

"Da," he whispered in recognition.

* * *

Bard hadn't stopped looking for the black arrow since parting from Wanda. He doubted Bain would've taken it back home. Bard chose instead to search the vicinity where he'd last seen his son. Reflecting the town's sense of desperation, Bard forced himself to believe the arrow hadn't already been lost.

Bard had slung his bow as he searched in what remained of the marketplace. He frantically turned over crates and tarpaulins but still couldn't find the arrow. His search was curtailed as the surrounding smoke grew thicker. He was forced to flee coughing to a nearby wharf. As his lungs cleared, Bard felt his and Wanda's plan was going up in smoke as well.

The Scarlet Witch had drawn Smaug's attention away from the wind-lance. But how long could she keep holding out against the dragon? Even if she never tired, there was still another problem. Nearly all of Lake-town was engulfed in flames. The Master's house was among the few buildings that hadn't yet caught fire. Once it did, the wooden tower containing the wind-lance would quickly turn to kindling. Bard got a dramatic reminder the wind-lance wasn't the only thing in imminent danger from the flames.

A warehouse stocked with tar barrels had only just caught fire. The growing firestorm quickly ignited the barrels' contents. Lake-town was rocked by a loud and violent explosion. A shower of burning and non-burning debris was flung throughout the area. Bard didn't even had time to duck as one piece of debris hit him face-first. He fell on his back caught under a large fishing net – his only relief the net wasn't aflame. Bard struggled to remove the net given it was snagged on the tip of his bow. Removing it became easier when another pair of hands aided with the task. Freed, Bard scrambled back up on his feet. His immediate reaction to his rescuer wasn't gratitude but horror.

"Bain!" Bard said near-distraught. "Wanda said you were leaving! Why didn't you leave?!"

Bain gingerly picked up the black arrow from the ground. He'd set it down prior to helping his father.

"You didn't know where I hid it," Bain tentatively explained himself.

Time stood still as Bard had a moment of proud understanding. He grasped the arrow with one hand while gently stroking Bain's cheek with the other.

"My brave, brave son," Bard softly praised him. As Bain's lips curled into a smile, his father friendlily added, "Now you get of here."

Bain was immediately prevented from complying. A building collapsed blocking his escape. Bard knew his son's fate would now be the same as his.

"Come on," he urged Bain to follow him.

The pair sprinted for the Master's house. They reached the path that led straight to its front doors. Most buildings lining the route were on fire. They were halfway to their objective when the building to their left started falling on top of them. Bard reflexively held his son to him. After a moment, the pair realised why they were still alive. The building's frontage had broken across the hex shield cast over them. The Scarlet Witch was standing atop the building opposite.

"Hurry!" she urged them as her own building began to smoulder.

Bard and Bain immediately complied as Wanda kept shielding them. It wasn't just falling buildings she wanted them to be clear of. Smaug was advancing towards her from the front. The dragon stomped through the burning remains of the boats moored within the town's main docks. As more buildings collapsed, he witnessed Bard and Bain rushing into the Master's house. While not seeing the black arrow, Smaug did notice how Wanda had covered the pair along the way. The dragon quickly joined the dots.

"Are they friends of yours?" he mockingly enquired of Wanda. "You cannot save them from the fire. They will BURN!"

Wanda made to avenge Lake-town's victims of smoke inhalation. She directed a thick stream of telekinetic energy at the water as the dragon's chest began to ignite. As Smaug made to incinerate the Master's house; a dense column of water shot into his mouth and nostrils. The dragon's planned attack was disrupted as the saltwater in his lungs caused him to curse and splutter. Noticing that Bard and Bain were climbing the tower to the wind-lance, Wanda now executed the riskiest part of their battle-plan.

* * *

Bard and Bain reached the wind-lance. The former quickly loaded the black arrow into the slider. Despite having a clear line of sight, Bard quickly discovered a problem. The wind-lance could be elevated fine. Unfortunately, it rotated painfully slow. The Master had never greased its gears, treating the wind-lance as an ornament rather than a weapon.

"Bain!" Bard said through gritted teeth.

His son instantly complied. Bain put his shoulder into it as the wind-lance began inching right.

* * *

The Scarlet Witch launched herself straight at the convulsing dragon. A thick burst of telekinetic energy shot from her left hand. The energy wrapped around Smaug's neck like a lasso. Wanda dangled upon the end of it as she tried to avoid swinging into the dragon. She again used her telekinesis but this time with her right hand. An intense stream of energy hit the patch under Smaug's left wing. Wanda strained as she commenced removing the patch at a molecular level. The hole created by Girion during his last stand re-emerged as the paste started dissolving.

Smaug wasn't unaware of what the Avenger was doing. As his coughing subsided, the dragon punched out at Wanda with his left talon. The Sokovian's attack was abruptly terminated as she turned attack into defence. Wanda redirected her energies into a hex shield just before Smaug's punch connected. The shield absorbed enough of the blow to prevent it from being fatal. The Scarlet Witch was nonetheless sent hurtling back through the air. She crashed just out front of the Master's house.

Wanda groggily sat up and looked at the dragon. Smaug was slowly walking towards her. The good news was she'd reopened the hole under his left wing. The bad news was she was too exhausted to exploit it herself.

"You are spent, wretch," Smaug gloated in observation. "None can withstand my might."

* * *

Bard and Bain were still rotating the wind-lance. The former knew his target from the telepathic images Wanda sent him earlier. The latter began worrying his father soon wouldn't be able to hit anything. Fire from adjacent buildings leapt to the Master's house. The roof was soon dotted with tiny flames and the resulting smoke.

"Da," Bain nervously pointed out their lives were also threatened.

Bard displayed paternal care and nerves of steel.

"Keep pushing, son," he gently encouraged Bain to remain focused. "Just a little more"

The pair exerted themselves as the wind-lance inched into position. Bard immediately aimed it with hand on trigger…

* * *

Smaug kept taunting Wanda as he loomed ever closer. He wanted his meal served humiliated before devouring.

"I laid low the great warriors of old," the dragon exalted himself. "I instilled terror into the hearts of Men." Smaug haughtily told the Scarlet Witch in conclusion, "I am more powerful than you will ever be!"

Wanda sensed something at the edge of her telepathy. Smaug still hadn't explained his prior knowledge of her. Having the final word of their confrontation wasn't a bad trade.

"Too bad you won't live to find out," Wanda icily retorted.

Bard let fly. The black arrow sped straight for the hole in the blink of an eye. Deep in it smote, barb, shaft, and feather, so fierce was its flight. Smaug released an ear-splitting roar before launching himself into the air in shock and agony. Wanda stood up and levitated herself to witness Smaug's death throes.

The dragon rapidly ascended while he screamed and wheezed in panic. Smaug was hundreds of feet into the air when he breathed his last. The dragon's eyes dimmed as his corpse plummeted over open water. It resulted in the final victims of his attack on Lake-town. The Master nervously glanced up at the sound of an ominous whoosh. Smaug's corpse fell straight on top of him and his entourage a split-second later.

* * *

A loud thud startled those on Ravenhill out of their sombre trance.

"What was that?" Ori asked in confusion. "What happened?"

The sharpest eyes in the Company witnessed the whole thing.

"It fell," Bilbo told. "I saw it."

All but Thorin looked towards the lake as the sun began rising. The Hobbit thought it a good omen. It was the dawn of a new era in Middle-earth.

"It's dead," Bilbo excitedly gasped. "Smaug is dead!"

The dwarves around him still waivered to believe it. If only because they had mistakenly assumed Smaug was dead before. A fresh omen dispelled all doubt. A sizeable flock of black birds cawed overhead on their way to the mountain.

"By my beard!" Gloin remarked. "I think he's right! Look there!" He only hoped Oin was still alive to know the portents had been true. "The ravens of Erebor are returning to the mountain!"

The dwarves struggled to contain their glee. Their mood was the opposite of what it had been just moments before.

"Aye, word will spread," Balin happily forecast. "Before long every soul in Middle-earth will know – the dragon is dead!"

Bilbo and the dwarves cheered and laughed in agreement. The Company had accomplished what nearly all had thought impossible – the Dwarves of Erebor had reclaimed their home. Not even having relatives and friends unaccounted for could dampen their joy that moment. It also missed their attention that the new King under the Mountain hadn't joined them.

Thorin hadn't moved from where Bilbo last saw him. He greeted Balin's forecast with a scowl before storming back towards the mountain.

* * *

The Scarlet Witch had been unable to prevent the Master's demise. She said he'd pay for his crimes. In Wanda's mind, that meant handing the Master over to the people of Lake-town to decide his fate. That decision now lay at the bottom of the lake under the belly of a dragon. Her reflections suddenly ended as something else began to fall.

The roof of Master's house was now ablaze. The flames broke the wind-lance tower from its base with a loud crack. Bard tightly held his son as the tower fell from under them.

"Wanda!" he called out for aid.

Bard and Bain were instantly surrounded in a telekinetic bubble as the tower toppled and broke down the side of the roof. Wanda lowered them and herself out the front of the house. She and Bard locked eyes. It was here, just over a night ago, that he'd walked away in anger from her. The mutual hurt they felt at the time was largely due to other feelings of theirs.

"You got him," Wanda softly confirmed Bard's kill.

"No, Wanda," Bard kindly disagreed. " _We_ got him."

The Avenger and the Bowman's faces moved closer. Their impending kiss was loudly interrupted as the Master's roof collapsed inward. Fire now started spreading throughout the house. The third individual present took the opportunity to vent at being ignored.

"You can kiss after we've escaped," Bain wryly suggested.

After sharing an embarrassed smile with Bard, Wanda levitated the three of them away to safety.

* * *

Radagast hadn't stopped driving his sleigh since leaving Dol Guldur. Radagast's urgency was fuelled more by concern for Gandalf than being his herald. None of the Istari, not even Saruman, could singularly match Sauron. The only individual who might was the intended recipient of Gandalf's message.

The Elven sentries that watched over the bounds of Lothlorien knew the Brown Wizard on sight, allowing him to pass without incident. Radagast didn't stop until reaching the tallest mallorn tree in Caras Galadhon. The Marchwarden, Haldir, lead him up the stairs to the telain containing the House of the Lord and Lady. Galadriel was already waiting on the platform where she and her husband received visitors. Haldir stood aside as the Brown Wizard walked up to her.

"Lady Galadriel, Lady Galadriel," Radagast opened with typical hyperactivity.

Unlike Saruman, the Lady of Light found Radagast's eccentricities as something to treasure not disdain. However, time didn't allow her to indulge them now.

"I know why you're here, Radagast," Galadriel spared him from providing the details.

"Oh," Radagast simply noted, assuming she must have read his mind. "Then you also know we need to help Gandalf with all haste."

"Unfortunately, _mellon_ ," Galadriel began advising, "things are more complex than Mithrandir first thought."

An individual stepped out of the light surrounding Galadriel's house. Radagast's eyebrows shot up in surprise. Not least because it wasn't Celeborn.

"Hello, Master Radagast," the individual humbly acknowledged him. "I am Vision."

* * *

 **At the start of Chapter 31 in** _ **RoTA**_ **(in my replies to reviewers) I said Vision may yet be exposed to Middle-earth. Readers are correct inferring I've had his arrival in this crossover planned for quite some time.**

 **The Avengers being challenged in Middle-earth is a common theme of mine. But nor do I try and give them the impossible. For this crossover, I don't think our favourite witch is at the stage where she can stop Ultron by herself. I nonetheless intend keeping Wanda centre stage as the titular character.**

 **This chapter also contained a couple of other consistent patterns of mine. Using material from the book was one. Another was trying to strike the right balance between an Avenger's powers and the heroism of the Free People. That balance was the reason behind Smaug's non-canonical death.**

 **Thorin's plan to kill Smaug isn't the only thing from the film I still can't suspend disbelief about. As the site Crap Archery points out, you can't make a ballista from a broken bow in a matter of seconds. Bard and Bain using the wind-lance is mostly an attempt at keeping things a little more real. However, father-son moments are still too precious to completely cast aside.**


	21. The Butterfly Effect

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

05/03/2017

There's a fair amount of italics in this chapter due to both Sindarin and character's using telepathy.

 **Omegashark18** : To paraphrase your favourite villain, I liked the symmetry as well.

 **Nari Serpens** : Bard II's comment about his grandfather in _RoTA_ is established through last chapter's line, "Bain put his shoulder into it."

 **Anonymous** : It would've been highly remiss of me not to have planned such a conversation. On that basis, I hope you like this chapter.

* * *

 **Chapter 21 – The Butterfly Effect**

The fires from Smaug's final ever attack had burnt out by early morning. All that remained of Lake-town was its charred and smouldering remains. Homes, businesses, docks, and boats were now little more than ash. However, the real devastation was found on the western shore opposite.

Survivors were crammed onshore in a wretched mass of humanity. Nearly all were either cold or drenched. A cacophony of screams and cries also filled the air. The screaming was largely from the wounded, especially those suffering burns caused by dragon-fire. Several survivors wept as they experienced delayed grief from the attack. Others mourned upon recognising relatives among the bodies washed up on shore. Many survivors were searching for loved ones still missing. The searchers included the most diverse group of evacuees from the town.

Bard's boat landed just after dawn. After disembarking, its seven remaining passengers split into two groups. Tauriel went with Sigrid and Tilda to find their father and brother. The four dwarves looked for the only missing person not from Lake-town.

"Wanda!" Fili called out.

Fili and Kili stood close as they slowly made their way through the survivors. Bofur and Oin had gone to check the unidentified bodies washed upon shore. None of them had seen the Sokovian since the bell tower. At the time, the intensifying smoke and flames soon blocked all sight of her battle with Smaug. The inferno (and the desperate need to escape it) meant no-one in Bard's boat witnessed how the dragon was killed. Fleeing boats felt the ripples from Smaug's corpse crashing into the lake. But the dwarves felt no elation considering the potential cost.

"Wanda!" Kili shouted with cupped hands.

The dwarves weren't just concerned about the Avenger herself. As of now, she was also their only link to the rest of the Company. The two brothers halted as Oin and Bofur re-joined them, the former raising his ear trumpet.

"Anything?" Fili warily checked.

Oin shook his head. The number of corpses had punctured any sense of relief the healer felt though.

"She wasn't there," Oin grimly reported. "But more bodies keep washing up."

The Company had triggered Smaug's attack. Still, no animosity had been directed at the dwarves by the Men of the Lake. A major reason was Wanda the Scarlet being among the missing. Many townsfolk had believed the young witch was going to liberate them from the Master's regime.

"And no-one else has seen her," Bofur reported from those he'd asked. "Well, not after we last did."

Fili made to lead like his uncle. "We keep searching," he tried rallying his fellow dwarves. "Unless we find a body, Wanda's alive."

The call failed to inspire hope in Bofur despite him wishing otherwise. The normally jovial miner became misty-eyed, remembering his flippant descriptions of Smaug at Bag End.

"There mightn't even be one," his voice quivered in speculation.

A melancholic silence came over the dwarves. Unlike how Thorin might have reacted, Fili was unable to slap down such pessimism. Largely because Bofur's companions also dreaded Wanda was now little more than a pile of ash.

 _Good thing you don't have to look._ A telepath comforted them.

For the dwarves, it was like the sun had burst through the clouds. They happily walked up to the Scarlet Witch who was just a few yards away from them. Her only injury was looking understandably dishevelled. The Avenger sensed the events of the previous night as the dwarves hugged her. Wanda almost gasped at the sight of Tauriel being bathed in light as she healed Kili. Emotions quickly swamped memories. The dwarves would prefer Smaug having the mountain than them losing the Scarlet Witch. Despite her being safe, the dwarves still dreaded their joy might be short-lived.

"Where's everyone else?" Bofur tentatively asked.

Wanda didn't need her telepathy to know who he was referring to.

"They're all waiting for us at the mountain," she answered.

The dwarves released a noticeable sigh of relief that their kin and Bilbo had survived. The four nonetheless refrained from being exuberant given the scenes around them. Fortune hadn't been as generous with many of the townsfolk. The dwarves moved on to the next mystery they wanted answered.

"So how did you kill the beast?" Oin spoke it.

Wanda unconsciously smiled as she softly reflected, "It wasn't just me."

Lost in her own thoughts, the Sokovian's telepathy missed picking up someone else's.

" _Wanda!_ " a young girl identified her from behind.

The Avenger's heart leapt with joy as Tilda and Sigrid rushed into her outstretched arms. She sealed their reunion by affectionately kissing their heads. The dwarves had wondered who aided Wanda in bringing down the dragon. They received a major clue as Bard's daughters were relieved of their greatest fear.

"Your father and brother are here," Wanda told them.

The news only saw Sigrid and Tilda hug her even tighter. It prevented Wanda from giving a similar embrace to someone standing just a few feet in front of them. Tauriel smiled as her friend looked at her. The Scarlet Witch's telepathy allowed them to privately converse.

 _Thank you for saving them_. Wanda referred to the dwarves and Bard's children.

 _You saved us all, mellon_. Tauriel acknowledged in return.

* * *

With everyone accounted for, the dwarves prepared to travel to the mountain. Wanda watched as Fili, Oin and Bofur as they pushed a boat into the water. She also blocked out Kili and Tauriel's heart-to-heart exchange taking place a few yards behind her. The Scarlet Witch focused on what she needed to raise with Kili's brother.

"I need a favour, Fili," she said.

"Anything," he immediately replied.

Wanda came straight to the point. "Smaug attacked these people because of us. We owe them refuge."

Fili knew Wanda was referring to Erebor. He didn't even consider the request a favour. Giving the Men of the Lake shelter was the least any honourable dwarf could do. Unlike the Wood-elves, Durin's Folk would never turn away an old friend and ally in need.

"Of course," Fili agreed. "You want me to be there when you tell Thorin?"

Fili was wrong about the favour being asked. He and his fellow dwarves were also mistaken in their assumption about something else.

"I'm actually asking if you can tell him," Wanda awkwardly revealed. "I'm staying behind."

The three dwarves near boat couldn't believe it.

"Why aren't you coming with us?" Bofur expressed their shock.

The Company hadn't forgotten how Wanda suffered in Mirkwood. Especially the member who'd attended her almost throughout.

"It's a three-day walk, lass," Oin spoke the distance to Erebor. "You're tired, let us take you there."

Like in Mirkwood, Oin's kindness touched the Scarlet Witch. The Avenger still couldn't ignore the images she'd seen of the attack on Bard's home.

"There could also be more orcs around here," Wanda reasoned. "I'll protect the people until they reach the mountain."

The three dwarves couldn't argue with her analysis. It was still uncertain if the orcs from last night were part of a larger force. Even if they weren't, a strung-out column of civilians would be easy prey for them. Lake-town's already thin military ranks had been heavily depleted by Smaug's attack. The previous morning, Kili had been prevented from joining the boat trip to the mountain. Fili now had to admit that decision had saved his brother's life. Thorin's eldest nephew now indirectly apologised for remonstrating with him at the time. Namely, by repeating Thorin's example of placing the greater good ahead of personal feelings.

"You're right, Wanda." Fili firmly agreed before promising her, "I'll talk with Thorin. We'll be waiting when you get there."

Wanda gave a simple nod of appreciation. It coincided with Bofur's mischievous nature reasserting itself. The dwarves had been able to connect the Sokovian's reaction to Bard's daughters with an earlier smile of hers.

"You sure staying here's got nothing to do with a certain bargeman?" Bofur playfully teased her.

"Go," Wanda wryly told him to mind his own business.

The four shared a good-natured laughed as the dwarves made to depart. Fili called his brother to join them. It was just as Kili was bearing his heart to Tauriel. The Scarlet Witch's telepathy averted a more awkward interruption.

"Legolas!" she audibly greeted him.

Tauriel looked behind her. She hadn't noticed her friend's return up to that point. Tauriel had been moments from being coolly told to take her leave of the Dwarf. The Avenger's intervention had been as much about buying her and Kili a bit more time. As Wanda walked up to Legolas, she sensed pangs of jealousy beneath his placid exterior. It was characteristic of Legolas who preferred keeping displays of emotion to a minimum. On that basis, Wanda lightly touched his arm instead of embracing him.

"It's good to see you again," she renewed their acquaintance.

Legolas had been prevented from pulling rank on Tauriel. He still showed nothing but the greatest respect for the Scarlet Witch.

"As it is good to see you, Collgwend," Legolas used the honorific.

The greetings in Sindarin continued.

" _Hir nin, Legolas_ ," Tauriel acknowledged him with a respectful bow of the head.

Wanda easily saw the images in Tauriel's mind given the emotions that accompanied them. Before departing with the other dwarves, Kili had given her a token of affection. It was a small rune stone that Kili had received from his mother. It had been engraved with the Khudzul inscription for " _RETURN TO ME_." The Scarlet Witch moved to prevent Tauriel being questioned about it.

"The others told me you pursued the orcs from last night," Wanda prefaced to Legolas. "Did you learn anything about them?"

The Prince of Mirkwood agreed with the question's subtext. Far more important things needed his attention than the extent of Tauriel and Kili's relationship.

"I know who their leader is," Legolas revealed. "Bolg – a spawn of Azog the Defiler."

Until now, Wanda didn't know orcs could even have children.

"He's Azog's _son_?" she expressed her disbelief.

Legolas simply nodded. "A warg pack was waiting for him on the outskirts of Esgaroth. They fled into the north. These orcs were different from the others. They wore a mark I had not seen for a long time. The mark of Gundabad."

Now it was Tauriel who was taken by surprise.

"Gundabad?" she checked to be sure.

The Scarlet Witch gave the word a confused look.

"An orc-stronghold in the far north of the Misty Mountains, Wanda," Legolas clarified. "A stronghold of the ancient kingdom of Angmar. It is where they kept their great armouries, forged their weapons of war."

Wanda immediately remembered the Watching-stone she and Gandalf found in the Misty Mountains. She couldn't believe it coincidence given the orcs Legolas had encountered.

"You think there's an army there?" Wanda whispered out of the townsfolk's earshot.

"I cannot be certain," Legolas admitted. "All I do know its news of the death of Smaug will have spread through the lands. Others will now look to the mountain - for its wealth, or its position."

The Scarlet Witch realised the full cost of killing the dragon was more than the destruction of Lake-town. War was now brewing for control of the mountain. Her attention was suddenly drawn back to the present.

"Excuse me, Wanda," Tilda politely interrupted. "Are you ready to take us to Da yet?"

Wanda had Bard's daughters sit and rest while she farewelled the dwarves. Sigrid and Tilda finally got sick of waiting and had come to see what was taking the Avenger. Most adults would've told the pair to go back and wait. But not the Scarlet Witch. Galadriel's description of war had spoken to her deeply. Wanda would always help someone in need ahead of formulating strategy and tactics. Especially if it was someone she cared about. It was a perspective shared by another such individual.

"Go ahead, Wanda," Tauriel encouraged.

"Yes," Legolas concurred before giving Tilda a magnanimous look. "I've no doubt the young lady's been waiting very patiently. It's only fair I wait awhile in return."

Tilda blushed with delight at being called a 'lady' by an Elven Prince. Tauriel was also quietly pleased by Legolas's gesture. Unlike Thranduil, at least his son still had compassion for the other Free Peoples. The Scarlet Witch took Tilda's hand.

"Come on then," Wanda smiled at her.

Wanda's telepathy easily picked up Tilda's anticipation about seeing her father again. Tilda's sister though had something of a troubled look. The Sokovian chose not to read her mind to find the reason.

"What's wrong?" Wanda questioned instead.

"Oh, it's Bain," Sigrid said in frustration. "I'm proud of him but also angry."

"For leaving you last night?" Wanda checked just to be certain.

Sigrid nodded. "It's hard having a brother both brave and reckless."

Wanda released a bittersweet sigh.

"I know the feeling," she empathised.

* * *

Many residents had evacuated with their livestock. Owners felt a tad envious of how their animals shook themselves dry. Lake-town's drenched masses faced the real risk of catching pneumonia from the late autumn chill. They had lit several fires throughout their makeshift camp. Hilda Bianca was at the forefront of those trying to do more to ward off the threat. Relatively dry, Hilda was handing out blankets among the shivering townsfolk.

"These are dry," Hilda told a man. "You need them."

"Thank you," he said through chattering teeth.

Hilda's charity attracted the worst attention she could imagine.

"Oi!" Alfrid demanded from behind. "Give me one of them! I'll catch my death in this cold!"

After being shoved from the Master's barge, Alfrid suffered the added indignity of having to swim to shore. The Master's regime largely ruled by oppression. Fear-based leadership also contained significant flaws. Without the state apparatus, Alfrid quickly learnt how much authority he had.

"Oh, find your own!" an unsympathetic Hilda snapped. "You're not in charge now, Alfrid Lickspittle!"

"That is where you are wrong," the bureaucrat spouted regulation. "In absence of the Master, the power cedes to his deputy, which in this instance is my good self. Now give me that blanket!"

Having made his point, Alfrid tried snatching a blanket. A brief tug of war broke out. It was a war that its female combatant had the greater will to win.

"Master's deputy?" Hilda mocked Alfrid's pretensions to power. "Don't make me laugh."

Nearby onlookers witnessed her pull the blanket from her opponent's grasp. Hilda began whipping him with it. Each flick represented an outpouring of pent-up anger over how Lake-town's people had been brutalised and robbed over the years.

"You're a sneak-thief, more like," Hilda summed up Alfrid's character. "I'll be dead, before I answer to the likes of you!"

Having vented, Hilda ceased lashing out. She turned to leave before her shoulder was grabbed from behind. Alfrid's hand was cowardly poised to strike.

"Maybe that can be arranged!" he snarled.

Alfrid's hand was strongly gripped from behind. Alfrid tentatively looked to see who it was.

"I wouldn't go turning on your own, Alfrid," Bard sternly warned. "Not now!"

Father and son again combined to bring down a foe. After Bard spun Alfrid on the spot, the bureaucrat tripped and fell over Bain's outstretched foot. Bard thought it poetic given how Alfrid blindsided him the previous night. All thought about the Master's deputy was suddenly cast aside.

" _DA!_ " Tilda excitedly greeted him.

The usually grim bargeman was ecstatic.

"Come here!" Bard joyously beckoned his daughters over.

Sigrid and Tilda rushed out of the crowd towards their father. Bard pulled his daughters into a prolonged embrace.

"It's alright," he assured them with a kiss.

It was the first kiss Bard had given since the death of Smaug. After levitating away from the Master's house, he and Wanda opted not to resume where they'd left off. The main reason being the Scarlet Witch was exhausted from fighting to levitate them all the way to shore. They and Bain claimed an empty boat to evacuate with instead. After reaching land, Wanda split from father and son to double search efforts. That search now ended as Bard's daughters hugged him like they didn't want to let go. The family's reunion was cut short as the town's gatekeeper stepped out from among the onlookers.

"It was Bard!" Percy proclaimed. "He killed the dragon!"

Percy was among a handful of officials who stayed at his post when Smaug attacked. His selfless efforts ensured there was an orderly passage of evacuees through the tollgate. Remaining behind also allowed him a glimpse of the dragon's demise.

"I saw it with my own eyes," he told those around him. "He brought the beast down. He shot him dead, with a black arrow."

The townsfolk cheered Bard's name as they laid their hands on him in gratitude. In a way, it was also to apologise for believing the Master's defamation of Girion. Alfrid knew the last few moments effectively meant Lake-town had a new master. He tried ingratiating himself to the new regime, hoping he could maintain a position of privilege and authority. The crowd suddenly became silent as Alfrid triumphantly raised Bard's arm.

"All hail to the Dragonslayer!" Alfrid loudly exalted. "All hail Ki- "

The bureaucrat was unexpectedly surprised from the rear a second time. Wanda had discreetly moved through the crowd to be directly behind him.

"Sleep," she whispered in his ear.

Alfrid's eyes momentarily flashed red before collapsing to the ground in telepathic-induced slumber.

"Thank goodness," Hilda sighed in relief. "I didn't think he could ever be shut up."

The crowd chuckled in agreement. Bard pointed out why they should really be thankful for the Scarlet Witch.

"If I be Dragonslayer, it's a title I share," he began. "I was only able to kill the beast after Wanda fought him to a standstill. She deserves our gratitude," Bard then knowingly smiled at the Sokovian, "and my apologies for doubting she cared."

The townsfolk responded with heartfelt applause and cheers for Wanda the Scarlet. Bard briefly placed his arm around her waist. Wanda appreciated the subtle display of affection in the face of the crowd. The townsfolk could afford no distractions given their survival was still at stake.

"Winter is upon us," Bard reminded as the cheers subsided. "We must look to our own."

There was someone the townsfolk didn't consider among that number now more than ever.

"Starting with the Master!" a man angrily suggested.

There were countless ayes of agreement. Alfrid Lickspittle was despised but he was only a spineless puppet. The Master was still unaccounted for. Nearly all the survivors had witnessed his ignominious flight from the town. Their desire to inflict summary justice was quickly dashed.

"We needn't search for him," Bard brought things to heel.

"Why not?" another survivor questioned.

The Bowman nodded at Wanda to repeat what she'd told him.

"Because he's buried under the dragon at the bottom of the lake," Wanda revealed the Master's fate.

"With all our coin, no doubt," Hilda thought aloud.

Wanda simply nodded. A sad silence fell over the crowd. It was bad enough the Master had robbed them during his life. He'd also now robbed them in death of their future. Picking up their thoughts, the Scarlet Witch sought to show them otherwise.

"I know what it's like to lose everything," Wanda said in understanding. "Including family." She then began rallying them, "But we can't stay here."

Lake-town had been the only friendly settlement for hundreds of miles. It was also the only settlement nearly all its residents had ever known.

"And go where?" Hilda anxiously prodded.

The Scarlet Witch directed their attention northward.

"We make for the mountain," she spoke her plan. "It's protected and well supplied. I've already sent word to my friends that we're coming."

The Avenger hadn't been able discuss the details with Bard beforehand. Girion's descendent was more surprised by what those details implied.

"So, the Company of Thorin Oakenshield survived," Bard surmised.

"Yes," Wanda confirmed before raising her voice slightly. "Meaning our agreement's still alive as well. Trust me, there's more than enough gold. Enough to rebuild Lake-town and Dale as well."

Smaug's capture of the Lonely Mountain had long overshadowed the loss of Dale. The Men of the Lake hadn't forgotten though. Spirits now lifted given they could reclaim the city of their ancestors. Bard considered the quickness Wanda had restored hope among the survivors the equal of her most powerful magic.

"Those who can stand, tend to the wounded," Bard harnessed their enthusiasm. "And those who have strength – follow me. We must salvage what we can."

The crowd broke up as they carried out his instructions with purpose. Wanda quietly mused Bard's pep talk and its results would've made Rogers proud. The townsfolk had even forgotten an important loose end. The Avenger quietly drew Bard's attention to it.

"What about him?" she jutted her chin at Alfrid.

The slumbering Alfrid hadn't moved an inch from where he hit the ground.

"Leave him for now." Bard decided. "I don't want to be reminded."

"About what?" Wanda was unsure.

Bard gave her a wry and knowing look. "That I'm licensed as a bargeman, not a salvager."

* * *

Recovery operations took place over the next few hours. Bard led the salvage teams scouring Lake-town's ruins for anything of value. Wanda found herself in charge of relief efforts on land. It was symbolic of how Alfrid's attempted ingratiation had been in vain. If the survivors saw Bard as their leader, they considered the Scarlet Witch his deputy. The Avenger's heroics and empathy meant the Men of the Lake now saw her as one of them. It was a relationship cemented by Wanda offering what comfort she could to the wounded and the relatives of the deceased. Even surviving soldiers didn't hesitate to obey her request to help guard the camp.

Bard and the salvagers returned just before noon. The devastation suffered by Lake-town had been very thorough. They'd only managed to recover a small assortment of tools, firewood, rope, blankets, and a handful of weapons. Preparations to move out started nonetheless, meaning every available hand was needed. Wanda stood over Alfrid before blowing a whiff of psychic energy. The energy drifted into the bureaucrat's ear, causing him to wake startled and confused.

"Break's over, Alfrid," Wanda nonchalantly said. "We're heading for the mountain. Find something to carry."

Alfrid roughly brushed himself as he indignantly stood up. No woman told him what to do, witch or not.

"I don't take orders from you," he sneered in defiance.

The Scarlet Witch felt no anger. This was one opponent the Avenger completely owned. Apart from this morning, she previously bent Alfrid's will at the tollgate.

"You've twice already," Wanda dryly reminded him. "I'd hate for you to stop now."

"Why's that?" Alfrid warily asked.

Wanda concluded with some mind games. "Ask Rip Van Winkle."

The Sokovian left Alfrid in her wake. She couldn't help but smirk hearing Alfrid's confused response from behind.

"Which one of you's Van Winkle?" he demanded the said townsfolk reveal himself.

Wanda now made to resume a deferred conversation. She used her telepathy to track down Legolas and Tauriel. While recovery operations had been taking place, the two Elves had scouted the nearby forest just in case Bolg's force had returned. It was also where Legolas had left a white horse he stolen from Lake-town's stables light night to pursue the warg pack. The Prince of Mirkwood intended returning the horse to its owner. Given it had belonged to the Master, Bard had no objection to Legolas's request to keep it. He was holding the horse by the reins when Wanda arrived on scene. The Sokovian gently petted the horse as she spoke to her Elven friends.

"Thanks for scouting around," Wanda appreciated their help.

"It was no trouble at all, Wanda," Tauriel graciously replied. "We just finished after Bard returned."

"I briefly spoke with him," Legolas revealed.

"You told him what you told me?" Wanda assumed.

"Yes," he confirmed. "But there's something else."

"What?"

"I mentioned Azog and Bolg," Legolas prefaced in warning. "But I don't know if they're the ones we need fear most."

Tauriel took this as her cue. Having saved Kili, she could now calmly discuss why she'd first gone after him.

"We took one of the orcs along the river prisoner," Tauriel referred to Narzug. "He mentioned someone, the Lieutenant."

"Lieutenant?" Wanda repeated unsure.

"That's all we know of his name," Legolas admitted before expanding. "With every orc in Dol Guldur reporting to him, it's easy to guess whose lieutenant he is."

The Scarlet Witch had known about the location ever since the Trollshaws.

"The Necromancer," she realised.

"The spiders that attacked us were a creation of the Lieutenant's," Legolas kept upping the threat. "And he's created far worse."

The information caused Wanda to instantly halt petting.

"Like what?" she felt a shiver run up her spine.

The Scarlet Witch sensed the Elves were just as troubled as her despite their cool exterior.

"We don't know," Tauriel answered. "But it's almost certain they'll be directed at the mountain."

Kili was currently heading towards Erebor. Tauriel's feelings for him allowed Wanda to catch a glimpse of Narzug's interrogation.

" _Like the Lieutenant says, peace doesn't mean quiet."_

"It can't be!" Wanda gasped in shock.

A concerned Tauriel touched her friend's shoulder in support.

"Can't be what, Wanda?" Tauriel gently wanted to know.

The Avenger didn't immediately answer. Connecting Narzug and Smaug's respective taunts had left her dumbstruck. All she could give Tauriel was a shaken look. Those few moments allowed another unwelcome development to rear its head.

"Hir nin, Legolas," an Elf said from behind.

It was Feren mounted on a horse. Legolas acknowledged him with a nod.

" _Celin 'winiath o adar lín_ ," Feren continued in Sindarin. " _Can i hi danwenidh na le._ "

Wanda's wits began catching up with her. She knew 'adar' meant 'father'. Given Feren's official role, he was undoubtedly here at Thranduil's behest. What Feren next said clearly disturbed both Legolas and Tauriel. Given what the Free Peoples potentially faced, Wanda decided not to ask for a translation. She lightly probed Feren's mind for confirmation instead.

 _Feren stood alongside his liege-lord within the palace. Thranduil was fittingly attired in a kingly suit of silver-coloured plate armour, his sword sheathed in its scabbard. Arrayed in perfection formation before them were hundreds of Elven heavy infantry. The Woodland Realm was going to war. Its king weighed up with his herald their army's strength._

" _Farn maetha-Collgwend," Thranduil confidently predicted._

The Scarlet Witch couldn't believe it. Thranduil seemed to be mobilising his forces against _her_. Was it part of a larger attack on the whole Company? Worse, did he also consider the people of Lake-town enemies for having sheltered and aided them? Wanda hoped Thranduil's targeting of her meant there was at least one piece of good news. Maybe, just maybe, Narzug and Smaug's taunts had been coincidence after all. No sane person would consider the Scarlet Witch a greater threat than who she feared the Lieutenant was…

"You may tell my father: If there is no place for Tauriel, there is no place for me," Legolas rejected the summons he'd been given.

Legolas's use of Common Tongue broke Wanda out of her daze. She correctly deduced Tauriel had been cast out from the Woodland Realm. Unlike how Odin banished Thor (from what the God of Thunder had told Wanda), it was unlikely Thranduil had done so for the purposes of an object lesson. While Tauriel was pained by her banishment, she didn't want Thranduil's son to share it.

"Legolas," Tauriel discreetly argued. "It is your King's command."

The Prince of the Woodland Realm softly replied to her in Sindarin. Wanda sensed personal feelings wouldn't allow Legolas to abandon Tauriel. As Feren departed, the Sokovian had to share what her telepathy discovered.

"I read Feren's mind," Wanda told his fellow Elves. Noting their passive reaction, she continued, "Thranduil's on his way with an army. I think he's planning to attack the dwarves – and me."

Tauriel visibly flinched at the news. Legolas's demeanour was far more reserved. He didn't believe Wanda was lying. But she didn't know his father as well as he did.

"He'll only fight you and your friends if has to, Wanda," Legolas informed her. "My father's really coming to claim what is his."

The Scarlet Witch remembered what Legolas had once told her. "The necklace."

"Our army will reach the mountain in four days," Legolas forecast. "I hope to have returned by then."

Now it was Wanda's turn to be surprised as Legolas mounted his horse.

"Where're you going?" she asked.

"I ride north," Legolas answered. "To Gundabad." He then put to Tauriel, "Will you come with me?"

Tauriel was torn. Under different circumstances, she would've joined Legolas without hesitation. What Wanda read in Feren's mind changed things though. Tauriel didn't share Legolas's confidence about his father's sense of restraint. Thranduil had both a vindictive streak and a deep-seated grudge with the House of Durin. At some level, it was a grudge the King of the Woodland Realm would enjoy settling at the point of a sword. Tauriel was also concerned about Wanda. Something about the Lieutenant had frightened the Scarlet Witch. Whatever it was, the Avenger undoubtedly wanted a friend she could talk to.

"It's alright, Tauriel," Wanda picked up her thoughts. "We must know what's happening at Gundabad."

Tauriel and Wanda shared a silent but heartfelt hug before the former mounted behind Legolas. After watching the Elves gallop away, Wanda returned to Bard. Her head was swimming as she tried deciding what to tell him first. Bard's own thoughts preempted that discussion. For some reason, the salvage work had been a bitter disappointment.

"What's wrong?" Wanda tried finding out why.

Bard lowered his voice. "There won't be enough food for everyone before we reach the mountain."

Wanda thought a moment. Maybe she couldn't save the survivors from the gathering darkness, but she could at least stave off their hunger.

"I need people with fishing nets!" she called for volunteers.

Bard kept his voice down. Feelings aside, there were other reasons for keeping their disagreements private.

"We don't have time to catch enough," Bard whispered.

"Trust me," Wanda similarly replied.

The Scarlet Witch had the survivors cast their fishing nets just yards from shore. She then walked into the lake until it reached the top of her boots. Wanda bent down and dipped her fingers under the surface. Streams of telepathic energy darted underwater in all directions. The nets began filling in minutes with the fish Wanda had hypnotically lulled into them. Just like the Company had before; the people of Lake-town praised the Scarlet Witch for providing. Tilda watched the spectacle unfold alongside her father.

"Next time I won't ask," Bard wryly promised Wanda as she joined them.

The Sokovian just smirked in understanding. She was more enchanted by Tilda's feelings of wonder at the Scarlet Witch's latest 'trick'.

"Can you catch fish like that every day?" Tilda excitedly checked.

"Of course," Wanda replied as her eyes twinkled. "How else will I have dinner with you and your family?"

* * *

Galadriel stood alone next to her mirror. For the first time in centuries, the Lady of Light was genuinely shocked. And it wasn't the threat posed by Ultron that had disturbed her the most.

Galadriel had always believed the future to be conditional at best. Now she wasn't so sure. Until now, her mirror hadn't given any indication of the events Vision had described to her. So much was now at stake than simply control of the Lonely Mountain. The forces of good faced a crisis across time. A crisis that Vision said required the most drastic of actions to be lifted. Galadriel placidly watched the android softly land in front of her.

"You summoned me, milady?" Vision respectfully checked.

The Lady of the Golden Wood gave a surreptitious nod.

"We must do what you said," she said before giving her mirror a troubled look. "Or both our worlds risk a darker future."

The Avengers' files mentioned Galadriel's inscrutable nature. Vision knew better than to ask what she'd seen.

"I apologise for giving you this burden," he offered contrite. "Nor is any disrespect meant for Lord Celeborn."

Galadriel's eyes darted back at him.

"Secrecy is paramount," she agreed. "Tell no one else besides Mithrandir. Not even Wanda must know."

A butterfly came into view. Vision outstretched a hand. The creature came to rest on the tip of his fingers.

"Humans often try to predict what is uncertain," Vision philosophised. "Some believe if a butterfly flaps its wings, a chain of events follow leading to a hurricane on the other side of the world."

Galadriel enigmatically smiled. _An apt metaphor_.

Vision gave her an uncertain look.

"You yourself emerged from a cocoon," Galadriel put to him. "And the slightest of your actions can have the most profound of consequences."

"It's a responsibility I take very seriously," Vision humbly acknowledged.

The android was unlike any individual the Lady of Light had encountered. Vision's super-intelligence belied how much he was still newborn. Galadriel tried guiding him like she had for countless individuals before.

"It's also a gift, Vision," she counselled him. "You are a creation of metal and flesh. It gives you a perspective on life unlike any. In time, you can help others appreciate their own uniqueness, allowing them to share their gifts with the world."

Vision contemplated this as the butterfly fluttered away. His host sensed something else within the bounds of Caras Galadhon.

"Come," Galadriel beckoned he follow. "Elrond and Saruman have arrived."

* * *

 **This chapter's title is something of a nod to a panel in** _ **Captain America: Road to War**_ **. However, it's also to recognise the changes to film canon.**

 **Chapter 1 mentions Wanda being an emotionally sensitive character. To me, it's just as important to challenge that side of her as much as any of her powers. Hitting her with a few shock revelations that are still vague is my attempt at doing so. Of course, there's more shocks to come.**

 **The fish catching scene may have raised some eyebrows. All I'll say is that Wanda's not the Messiah, just the Scarlet Witch.**


	22. In Too Deep

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

31/03/2017

Keen readers will spot a Smaug/Strange reference in this chapter.

 **Annabeth 316:** I'm relieved the latest photos for _Thor: Ragnarok_ indicate a gothic looking Hela. Galadriel having an evil doppelganger would be too much for my inner Tolkien to bear.

 **Jestalnaker94000** : I don't know at this stage. But I've a feeling Groot and Treebeard would get along well.

 **Kat** : Thanks for that. Character development has, and always will be, the foundation of my stories.

 **Ultra battle99** : I interpreted the question as who would kill the three villains, not two of them combining to kill the other.

* * *

 **Chapter 22 – In Too Deep**

The army from Dol Guldur had long left Mirkwood behind. It was now marching on a rocky plain east of the twisted forest. Their objective could be clearly seen on the northern horizon. The Lonely Mountain loomed closer with every step they took. Sauron had ordered his host to capture Erebor for strategic reasons. But each of the host had personal hopes invested in the campaign as well. Nearly every orc looked forward to plundering the mountain of the treasure within. Others were more interested in shedding the blood of those who resisted them. This included Azog, finally being able to wipe out Durin's line. To Ultron though, Erebor wasn't just about carrying out his original programming. It was also a chance to take back something he blamed the Avengers for taking from him.

Ultron marched alongside a mounted Azog at the head of the host. Instead of a claw, the Pale Orc's severed arm was now socketed with a long blade. The automaton considered it beneath him to march in front of Azog. He'd well and truly proven he was the Defiler's superior from the moment they had crossed paths. Ultron was currently thinking about how he'd soon be crossing paths again with someone else.

Sauron's Lieutenant would soon show he was no-one's puppet. But Gandalf's observations about Wanda had rankled the automaton. Largely because it touched on what Ultron considered his deepest personal shame.

Despite his blatant misanthropy, Ultron found himself with a very human-like need for companionship. He hadn't sought out the Maximoff twins just for their power. Like Ultron, Quicksilver and the Scarlet Witch were creations of the Mind Stone. The twins were the closest thing to siblings he had. The Maximoff's joining the Avengers was akin to a brother and sister falling into the wrong crowd. Namely, the crowd who preferred protecting the world rather than trying to change it. Why else would've Pietro needlessly put himself in the line of fire? It also explained why Wanda placed blame for her brother's death with Ultron instead of the Avengers where it truly belonged. The automaton's overall lack of humanity prevented him from understanding the Maximoff's 'betrayal' any other way. It also explained why he preferred not to kill the Scarlet Witch in the upcoming battle. Middle-earth had given Ultron the opportunity to reclaim a fallen sister.

" _Woodland Elves!"_

An anxious cry ended the automaton's reflecting. A large orc mounted on warg-back was rapidly approaching from ahead.

"The King's son and a She-elf," Bolg breathlessly reported. "They tracked us down to Lake-town."

Ultron raised his arm at which the legions halted. Bolg stopped just in front of him. The automaton allowed Azog to begin the questions. Ultron was curious how the Orkish version of the Prodigal Son would play out. The Defiler pointed his blade at Bolg while tightly circling him.

"And you killed them?" the father menacingly demanded.

"They fled squealing like cowards," his son lied.

"You fool!" Azog berated his spawn. "They will return with an Army of Elves at their backs!"

Ultron pulled rank with his curiosity satisfied.

"I'm sorry that scares you," he said to Azog in mock sympathy. "But that doesn't make it important."

The Pale Orc sucked in a wrathful breath as the Lieutenant addressed Bolg.

"Did the spider venom work?" Ultron queried.

Bolg enjoyed directly reporting to the automaton. He effectively equal in rank to Azog in Sauron's hierarchy. Another reason was having mission knowledge his father was ignorant of.

"Many Elf-filth were poisoned, milord," Bolg confidently described the ambush outside Thranduil's palace. "They all died within moments."

"That's all that matters," Ultron declared the orc's mission a success.

Azog's face was writ large with confusion. Why was the venom so important? The legions from Dol Guldur didn't even contain any Super Spiders within their ranks. The Defiler now learnt something far more important had been kept from him.

"I've already ordered our forces at Gundabad to move out," Ultron prefaced a new mission for Bolg. "Find and take command of them."

Bolg smugly grinned at his father before riding off into the distance. Azog's patience was at breaking point. Sauron's strategy had always been to capture the Lonely Mountain with a pincer movement. But Gundabad was Azog's domain. That included its armies that were only supposed to march at the Defiler's word. Bolg's impertinence was bad enough. Worse was every other Gundabad Orc now following Ultron as their lord and master. The automaton noted the enraged glare the Defiler was giving him.

"What?" Ultron taunted. "Can't take your own flesh turning against you?"

"Who are you to order my legions?!" Azog snarled back.

"Someone who knows a lot more about strategy than you," Ultron rubbed salt in the wound.

Insulted, the Pale Orc vented about a related matter. Bolg's report contained an important omission. Azog's son had failed to eliminate who Ultron had ordered him to.

"Like how you sent Bolg to kill Oakenshield?" Azog retorted in reminder.

Ultron was unfazed. "What's the problem? I thought you wanted to kill Oakenshield yourself?"

Azog paused a moment. Orcs invariably used threats to keep sub-ordinates in line. But instead of threating Azog with violence, Ultron was threatening what he desired the most. It was ultimately at the automaton's discretion who got to wipe out the line of Durin. The Defiler couldn't imagine a greater humiliation than it being his son. Bolg would be remembered as the one who killed Oakenshield. The Pale Orc's reputation would forever be stained by how the same Dwarf had crippled him instead. Sensing Azog got the hint, Ultron told him their offensive had halted long enough.

"Resume marching," Ultron seamlessly delegated the task.

The Pale Orc turned to face the legions behind them, his bladed arm raised in the air.

"Elves! Men! Dwarves!" Azog bombastically described the blood they'd spill. "The Mountain will be their tomb!"

The Defiler was interrupted when rank was pulled on him a second time.

"You're such a drama queen," Ultron sighed with exasperation before signalling the army forwards.

* * *

 _Bard._

Wanda's mental call woke the Bowman just before midnight. Except for the night watch, the survivors from Lake-town slept under a clear moonlit sky. Bard glanced just across from where he lay. His children were sound asleep. But Wanda's bedroll next to Tilda lay empty. Reflecting their bond, the pair had slept alongside each other since the march began. Tilda hadn't just been enthralled by the Avenger's magic. Wanda had also Bard's youngest several of Earth's fairy stories to fill the time. Bard had little doubt the former war orphan was also trying to keep alive what was left of Tilda's innocence. In that sense, Bard had another reason to be proud of his son. Bain hadn't told anyone – not even his sisters – about Bard and Wanda's aborted kiss.

Bard got up and began following Wanda's telepathic signal. He quietly made his way through the sleeping masses. The survivors had been marching for more than two days. They were currently camped on the outskirts of the Desolation of Smaug. It made Bard reflect the survivors of dragon's attack on Lake-town could've been left far worse. Their column not being attacked by orcs and wargs was a greate relief. Morale among the survivors was still holding. Wanda's magic ensured a steady supply of fish every day. Even Alfrid hadn't tried to step out of line. He'd been sour faced throughout the march due to the bundle of firewood he'd been made to carry. It was either that or risk the Scarlet Witch's displeasure.

Bard found Wanda just over the crest of a ridge. The Sokovian's gaze was firmly fixed on the Lonely Mountain to the north. The gravel crunched under Bard's feet until he stood alongside her. Wanda looked at him, her troubled expression clear in the moonlight.

"What's the matter?" Bard softly asked.

"I'm re-joining the Company the moment we reach Dale," Wanda tensely revealed.

Bard was stunned. "Why?"

"Thranduil's coming with an army," she reminded him. "It'll be here the day after tomorrow. I don't want to give him a reason to attack you."

Bard was puzzled at Wanda's uncharacteristic paranoia. While on the march, she'd described the Company's captivity and escape from the Woodland Realm. Wanda further divulged everything she'd learned this morning from the trio of Wood-elves.

"You also told me what Legolas said," Bard tried gently assuring her. "I agree with him. That army's just a show of force. Thranduil won't attack the people of Lake-town."

"He'll attack if there's a member of the Company," Wanda predicted about herself. "Thranduil sees us as standing between him and that necklace. He won't stop until he gets what he wants." The Scarlet Witch glumly looked toward the mountain. "No matter how many innocent people are killed."

Bard's perceptiveness was acute as ever. Wanda was using the King of the Woodland Realm as a substitute for someone else.

"It's not really Thranduil you're worried about, is it?" Bard put to her.

Wanda gave a brief, troubled nod. The Sokovian's conscience had resumed pricking her since the images of Narzug's interrogation. Her previous grudge against the Avengers had resulted in many fateful consequences. Middle-earth's destruction now threatened to be another. The Scarlet Witch faced Girion's heir again.

"The Lieutenant," she uneasily admitted.

"We'll face him together just like Smaug," Bard gallantly offered.

If the Lieutenant was who she dreaded, Wanda would prefer to face him alone. The Sokovian didn't want Bard's children to lose their father. Nor did she want to lose him as well. It was enough for the Scarlet Witch to speak the name of her arch-nemesis.

"You don't know what Ultron's capable of," Wanda warned. "He'll kill you instantly."

"It's a risk I'm willing to take," Girion's heir nobly insisted.

Wanda's feelings started overwhelming her telepathy.

"Why?" she gasped at what Bard was willing to sacrifice.

The bargeman hadn't forgotten when he and the Avenger first crossed paths.

"I've never turned away a soul in need, Wanda," he softly reminded her. "How could I turn away a soul such as yours?"

With Erebor's night sky as the only witness, Wanda and Bard tenderly kissed.

* * *

The survivors were closing in on Dale by sundown. They'd planned to make camp among the ruins before striking out for the mountain the following morning. All of them were still oblivious of their leaders' romantic exchange the previous night. The only clue was the small but contended smile both wore throughout the day. Bard and Wanda nonetheless agreed to keep their feelings secret at least until the survivors reached the safety of Erebor. The latter quietly mused the Company's reaction when she kissed the 'lippy lakeman' in front of them. Not to mention the reaction of the lakeman's youngest daughter.

Tilda happily held the Avenger's hand like she had for most of the march. The rest of her family was just a few yards ahead. Of all Wanda's stories, _The Wizard of Oz_ had so far been Tilda's favourite. It was only now she noticed how many fairy stories (no matter where they were from) had something in common.

"I wonder why all stories begin 'once upon a time'?" Tilda pondered with a child's seriousness.

"It's a reminder," Wanda answered.

"About what?"

The Scarlet Witch recalled something the Grey Wizard had said to her.

"To cherish the time that's given to us," she paraphrased Gandalf. "It's the only way to ensure we live happily ever after."

Tilda quietly considered this a few moments. Like Glinda, the Scarlet Witch was kind, fair and wise. There was one question Tilda wanted to ask the Avenger more than any. The said question would invariably attract Sigrid's disapproval if she overheard it. Tilda indirectly raised it instead.

"If you can't get home, do you think you'd be happy living with us?" she asked.

The Scarlet Witch slightly blushed at the mental image accompanying Tilda's question.

 _Bard and Wanda were marrying in an elaborate wedding ceremony. It was being held in a spacious hall of a beautiful castle. Tilda, Sigrid and Tauriel were the maids of honour while Legolas, Bain and Percy played groomsman. Nearly all Lake-town was there. Even Bilbo and the Dwarves were attending. The sight of the gruff Dwalin weeping with joy almost caused Wanda to laugh._

"Well, I was thinking of staying in the Hidden Valley." Wanda said before playfully adding, "Now I'm not so sure."

The Sokovian instantly sensed Tilda's reaction as she read between the lines. Bard's youngest inwardly jumped for joy that Wanda may be her step-mother yet. If only because Wanda wasn't like the evil step-mothers often found in fairy tales. The Scarlet Witch remained silent and not just to humour Tilda. It had been an age since she felt such childlike happiness like the girl holding her hand. Despite the Avenger's best efforts though, reality always stood ready to strike a blow against innocence.

The Company hadn't passed through Dale on their way to the Hidden Door. Wanda began regretting it as the survivors entered the ruins. She would've been able to warn them of what lay ahead. It would've been preferable to the mass feelings of shock and horror now bombarding her telepathy.

Signs of death and destruction abounded throughout the snow-covered ruins. Buildings grand and small stood broken completely shattered. The charred remains of Smaug's victims could be found everywhere. Any who came too close the deceased were immediately sickened by a repugnant stench. In some ways, Dale was worse to Wanda than Mirkwood. Not even wild animals lived about the ruins. The only form of life appeared to be the weeds that had sprouted everywhere. Wanda sensed many survivors having second thoughts about rebuilding the ancient city. The heir to its throne knew the Men of the Lake couldn't camp anywhere else tonight.

"Come on, keep moving," Bard directed them further in.

Sigrid and Bain stood near their father as he did so. They were joined in moments by Tilda and Wanda.

"Stay with your family," the latter gently told the former.

Tilda's father was caught off-guard. Had Wanda decided to return to the Company after all? Bard was troubled for practical reasons besides personal ones. Nothing had maintained the survivors' morale better than the presence of the Scarlet Witch.

"Where're you going?" Bard quietly asked her.

"To quickly look around," Wanda said of the ruins before continuing with her telepathy. _There could be orcs hiding here._

Her idea and discretion was given a relieved nod of approval.

"Wanda will be back shortly," Bard then pepped his children to follow him.

The Sokovian watched the four of them resume moving with the other survivors. She headed in the opposite direction as Bard gave Alfrid the night watch. The Scarlet Witch detected no sign of orcs or any other enemies as she scouted the ruins. This still gave her no sense of relief though. The longer Wanda scouted the more she remembered the Battle of Sokovia. Like Dale, Novi Grad had largely been turned into rubble. Wanda halted in the remains of a simple home. One person's charred remains lay near two smaller ones. Presumably, a parent had made a brave but futile attempt to protect their children. Surviving families from Lake-town now faced death possibly as early as tomorrow morning.

From what Wanda sensed of him, Thranduil wouldn't attack the Men of the Lake upon finding them. That might change if the Scarlet Witch was among their number. Despite her wishing otherwise, many survivors were willing to lay down their lives to protect the Avenger. It caused her to think of another important aspect of the Battle of Sokovia.

Wanda had known Captain America both as an enemy and friend. Her telepathy also confirmed the First Avenger's immutable character. One of his deepest held beliefs was that a soldier was only as strong as his ideals. To Rogers, more important than victory was the way it was obtained. Unlike his enemies, civilian losses were never considered acceptable. The Avengers weren't allowed to leave Novi Grad with one civilian left behind. Wanda felt the opposite situation applied in Dale. Leaving the survivors was the only way to ensure their safety. It also meant leaving without saying a word to Bard and his children least personal feelings cause her to stay behind.

Instead of providing certainty, Wanda's heart was in turmoil. Her only source of guidance was the advice she paraphrased to Tilda.

 _All we have to decide is what to do with the time that is given to us._

* * *

Campfires had been lit as the Men of the Lake settled in for the night. Most of them sheltered in the remains of the Great Hall, including Bard and his family. It was the first time the Bowman had visited what had been his ancestors' seat of power. A fact underlined by its stone-crafted throne was still intact, vacant since Girion's death. Sitting around a small fire, royal heritage was the last thing Bard and his daughters were concerned about.

"After having fresh fish every day, _cram_ feels a letdown," Sigrid compared what was planned for tonight's dinner.

Cram was biscuit-like food originally made by the Men of Dale. While it sufficed as a travelling ration it lacked flavour. Bard sympathised with his eldest.

"Not to worry, Sigrid," he tried pepping her. "Wanda said there's plenty of food in the mountain."

"I hope the dwarves don't make us climb out of their toilet first," Tilda cheekily added.

Tilda giggled as her father and sister chuckled at her wit. Her brother had gone to check why the Scarlet Witch was taking so long to join them. Bain now returned to his family ashen-faced.

"What is it, son?" Bard was instantly concerned.

Bain's tone of voice matched his appearance

"One of the guards saw Wanda," he reported. "She's gone."

* * *

The Scarlet Witch covered the mile between Dale and the Gates of Erebor in quick time. Landing on the bridge at the front of the gate, the Avenger was faced with a strange and confronting sight. Smaug had crashed through the sealed gates on his way to Lake-town. Expertly-placed masonry now blocked that hole to deny passage into the mountain. The blockage stretched all the way to the top of the gate into a platform that provided a wide view of the surrounds.

Wanda was troubled. The survivors were supposed to enter the mountain through the front. Had the rest of the Company caught wind about the various threats bearing down on the mountain? Surely Fili would've told his uncle the people of Lake-town weren't one of them though? Maybe Thranduil or the armies his son mentioned were closer than Wanda thought. The Sokovian needed to find answers. She levitated herself onto the platform. The sadness Wanda felt from leaving the survivors lessened upon finding who was on guard duty.

"Bilbo," she greeted him.

The Hobbit had noticed Wanda's energy streams the moment she took flight from Dale. He walked up and embraced her. The Scarlet Witch felt his reaction was one of relief more than joy. The Avenger's suspicion was confirmed after the pair loosened themselves.

"Wanda, you have to save Thorin," Bilbo urged in greeting. "You're the only one who can."

The Sokovian worried that enemy forces had already struck Erebor. Maybe Thorin had been taken hostage – like Ultron did with Romanoff.

"Save him from what?" Wanda privately hoped that wasn't the case.

It wasn't an individual nor army that Oakenshield had become hostage to.

"This place," Bilbo gestured at the mountain. "He doesn't sleep. He barely eats. He's not been himself…"

The last sentence saw Wanda's mind drift away from what her friend was saying. It was due to remembering what Smaug observed of Bilbo.

 _They carry something. Something made of gold._

"What are you carrying made of gold?" Wanda eerily asked.

Bilbo was thrown by the interruption. Didn't she hear anything he just said?

"We've no time for that," he dismissed the question.

"Show me!" Wanda snapped in demand.

The Hobbit flinched at her wrathful tone. Part of him didn't want to acquiesce. The ring was his to do with as he pleased. Still, dealing with the Scarlet Witch was a lot like dealing with a Wizard. Stoking their anger was dangerous for mortals at best. Bilbo swallowed a nervous gulp as he reached into his pocket. With deep unease, he revealed the ring resting in the palm of his hand.

"I found it in the goblin tunnels," Bilbo finally admitted it wasn't just his courage.

The sight of the ring caused the Scarlet Witch's anger to fade. In a strange twist, its effect on her was almost hypnotic. Wanda gazed at the tiny gold band as if it were the most precious thing in the world to her.

"If you put it on, you become invisible," Bilbo tried regaining her attention.

Wanda heard even if she didn't acknowledge him. Her telepathy sensed there was more to the ring than the Hobbit knew. The Scarlet Witch could use the ring to enhance her powers. In other words, a great asset to have if she had to fight Ultron. The Avenger looked closer at the ring. Could it possibly be…No, it would've been too small to fit on Sauron's finger.

"It's dangerous," Wanda spoke as if lost in a world of her own. "More if you can't use magic."

Bilbo froze in dread as she tentatively stretched out her hand.

"Perhaps I should keep it," Wanda voiced her thought's conclusion.

The ring could do more than vanquish Ultron. Its power would make the Scarlet Witch invincible. Never again would the Avenger be unable to save those she cared about. Bard's family and the Company's every wish could be granted. All the Free Peoples could come under the protection of Wanda the Scarlet. And if she couldn't return to Earth, why not live in a grand castle? After everything that life had taken from her, Wanda felt she deserved to be High Queen of Middle-earth.

 _All would love you and despair!_

Galadriel's telepathic warning pulled the Scarlet Witch away from the abyss. Wanda blinked as her thoughts became clear. Having lived under tyranny, the last thing she wanted was to become a tyrant herself. If only because she didn't want Bilbo trembling before her like he was now. Wanda contritely smiled at him while gently closing his fingers around the ring.

"I'm sorry, Bilbo," she apologised for frightening him. "It's safer with you."

The Hobbit released a huge sigh of relief before quickly putting the ring back in his pocket.

"Don't show it to anyone else," Wanda advised.

Bilbo had one thing in common with the Avengers. He was very forgiving of any hostility shown by the Scarlet Witch.

"Don't worry, you convinced me," Bilbo wryly agreed.

Their peace made, Wanda focused on what the Hobbit initially tried raising with her.

"What do I have save Thorin from?" she asked.

"Dragon-sickness," Bilbo summarised. "The longer we stay here, the worse he's getting. It's why he had us re-seal the gate. He doesn't want anyone else having the treasure."

Anxiety gripped Wanda as she realised the implications.

"I brought the people from Lake-town so we could help them!" she exclaimed. "I did it because Thorin promised them a- "

"Kili tried telling him that!" Bilbo hissed in interruption, hinting she keep her voice down. "All Thorin said was to bring more stone to the gate."

Wanda remembered she'd overlooked something critical. She felt it might be the key to saving Thorin as well as the people of Lake-town.

"What about the Arkenstone?" Wanda enquired. "Did you get it?"

The Hobbit inwardly shuddered at the question. He was also quietly grateful his ring blocked the Avenger's telepathy. Bilbo didn't want to hide a second thing from her. But his every instinct told him to keep secret what he'd been keeping from the rest of the Company. Especially after what its second-in-command had told him.

"Thorin's still making everyone search for it," Bilbo lied by omission. "Balin told me maybe it's best the Arkenstone isn't found. He said it would only make Thorin worse."

There was a pause as Wanda decided what to do. Was Thorin's behaviour truly the result of a family curse? Or was it more the result of a nervous breakdown from all the accumulated stress he'd been under? Wanda knew better than most what the loss of family and home could drive people to do. Making the situation worse was the survivors would be arriving at the mountain's doorstep by tomorrow morning the latest. She felt her only choice was to force the issue.

"Stay here," Wanda resolutely told Bilbo. "I'll deal with it."

The Avenger began walking down the platform's stairs that led into the mountain.

"Can you help him?" Bilbo instinctively asked.

Wanda didn't look back as she coolly replied, "I know mind games no one better."

The Hobbit felt a sickening chill.

* * *

Balin and Dwalin stood facing the new King under the Mountain. Thorin sat on the Throne of Erebor wearing his crown and ermine robe. It was the first time the throne had been occupied for decades. The sight gave the two dwarven brothers no sense of pride or triumph though. For Balin especially, it felt like the resumption of a nightmare.

Thror had amassed one of the greatest fortunes in the history of Middle-earth. It was the basis for a period of peace and prosperity amongst the Free Peoples. The accumulation of gold and precious stones became an end in itself to Thror. The increasing size of his treasure hoard only made him greedy for more. It was a desire that quickly turned into madness. If he'd known it, Balin would've found _King Midas_ an apt comparison. Unlike that Earth fable, however, Thror's hunger for gold was one shared by his descendants. His grandson's current madness was even worse though. For Smaug had seemingly gained some posthumous revenge – Thorin was now deep in grip of dragon-sickness.

Thorin's behaviour had swung erratically over the last few days. Sometimes he exploded with unrestrained anger. Other times his demeanour was cynical and contemptuous. Currently he was brooding and paranoid. Thorin's worsening mood was demonstrated when Fili honoured his word to the Scarlet Witch. His uncle's reaction was to fill the breach in the front gate to deny the Men of the Lake any access to the treasure. If that didn't dismay Thorin's nephews, his obsession over the missing Arkenstone certainly did. The dwarves had been driven to exhaustion trying to find what he increasingly called the 'King's Jewel'. The fact it hadn't been found caused Thorin to suspect one of his kin had claimed the gem for themselves. Dwalin and Balin vainly tried bringing his attention to other matters.

"The survivors from Lake-town are streaming into Dale," Dwalin reported. "There's hundreds of them."

Thorin made no reply nor even eye contact. His gaze was firmly downward as he continued seething. Those speaking to him would soon learn it wasn't just over the Arkenstone.

"They'll be here on the morrow, Thorin," Balin projected about the survivor's arrival. "What if they don't turn away?"

The brothers exchanged a worried glanced as their king remained silent. The younger tried arguing things from a military viewpoint. Even in his madness, Thorin surely had to see it was futile blocking access to the mountain. For accompanying the Men of the Lake was a powerful individual who cherished life.

"Wanda will be with them," Dwalin pointed out. "She won't let the people suffer outside. Those stones won't stop her magic."

Thorin's eyes flashed in anger at the Sokovian's name. The sound of footsteps stayed his outburst though. Wanda herself was approaching the throne. Nor was she alone as the rest of the dwarves followed in support.

Wanda found them soon after leaving Bilbo. The dwarves she'd left at the mountain hugged her with pride for her feat in killing the dragon. Wanda also sensed Bofur had told them his deducing her feelings for Bard. The dwarves' reaction was fond amusement – like brothers reacting to a little sister's first romance. The situation saw them refrain from playfully teasing her about it. Thorin had dispatched a large raven not long after the death of Smaug. None of them knew where the bird was headed. It was a mystery that couldn't be solved until Thorin had been freed of his madness. Their accompanying Wanda wasn't just about giving her moral support. It was also their way of telling Thorin he should allow her to help him. His greeting Wanda proved this was a forlorn hope.

"And the Scarlet Witch finally graces us with her presence," Thorin sarcastically greeted her.

"I'm sorry I didn't return with the others, Thorin," Wanda humbly replied. "But someone had to protect the survivors along the way here."

The Scarlet Witch's restraint was deliberate. She used her powers to quickly free Helen Cho from Ultron's enthralment. Wanda wasn't cavalier about using her telepathy either. There were still a lot of unknowns about using the Mind Stone's energies against dragon-sickness. Wanda certainly didn't want to use her powers on Thorin if it risked lobotomising him. Like a surgeon, she needed to learn everything possible about his condition before deciding how to operate.

"If you'd been here we could've erected our defences in a fraction of the time," the Company's leader scorned her priorities.

"But I'm here now," Wanda offered. "And I can rebuild those defences after we let the people inside."

Thorin angrily slammed his right fist on the arm of his throne. Kili flinched in reaction – he'd previously made the same suggestion.

"How many times must I say?!" his uncle frothed in annoyance. "The treasure doesn't belong to the people of Lake-town!"

Wanda was quickly learning about dragon-sickness more than she knew. Including how it made one lose patience quicker than normal.

"They only want what we promised them!" she remonstrated.

The Dwarf King's rage momentarily simmered. He instead voiced his opinion for the first time on something Bofur had said.

"You only want to let them in because you're infatuated with that bargeman," Thorin sneered at the Scarlet Witch.

Even his closest kin thought he'd gone too far.

"Uncle!" Fili spoke out.

Thorin sprang up from his throne. He showed understanding when Fili disagreed about leaving Kili behind. Thorin had been the father-figure they aspired to be. Now it felt like they'd grown up worshipping a false idol.

" _Atkat!_ " Thorin berated his eldest nephew. "I'm tired of you disrespecting me all the time." He glared around at the other dwarves. "As well how all of you keep questioning my orders!"

The non-dwarf present still had no fear of doing it. Even more so given how Thorin had mocked her feelings.

"So, you're going to turn the people away?" Wanda tried shaming him about the survivors. "Like how Thranduil turned away yours?"

"And why not?" Thorin haughtily replied. "We found a new home without any one's help. The Men of the Lake can do the same. Now they can find out what it's like to have every door slammed in their face. See if they have the strength to endure." He felt there was a perfect way to hurt the Scarlet Witch for her impudence. "I suspect Bard's youngest will learn the same lesson many of ours did."

Thorin's reference to Tilda set the Avenger on edge.

"Which was?" she testily dared him.

Thorin took up the challenge, maliciously answering, "Life has no room for the weak."

Wanda's patience violently snapped. The other dwarves shuddered as she unleashed a stream of telepathic energy at Thorin with a disturbing cry. Rather than freeing Thorin, the Scarlet Witch received the same, nasty surprise she experienced a few days before.

 _You're too late, witch._ Smaug's voice mentally taunted her. _Both of you are now mine._

Thorin and Wanda each felt a sharp burst of pain inside their head. Both released a similar cry of pain at the same time. Thorin was quickest to recover from feeling disorientated. Wanda's attempted 'attack' enraged him. The sight of the dwarves steadying her from falling over only made it worse.

" _I told you to stay out of my thoughts!_ " Thorin screamed in reminder.

The throbbing in Wanda's head receded. Her first thought was she had a new telepathic threat to deal with in addition to Bilbo's ring. Wanda also knew now wasn't the time to raise it. She and the rest of the Company faced more immediate threats of a physical nature.

"I had to see," Wanda stood firm.

"See what, witch?" the Dwarf King scorned.

"If you knew Thranduil's coming with his whole army," the Scarlet Witch opted to tell a white lie.

It was the first time the dwarves had learnt this. Many of them exchanged worried looks. The thought of confronting thousands of Elven warriors with centuries of training and experience would give even the most redoubtable Dwarf pause. That prospect seemed to have quelled Thorin's anger towards Wanda. Balin thought it was a good sign as his king silently contemplated the news. Another dwarf asked the Scarlet Witch the critical question.

"When will they be here, lass?" Gloin enquired.

"Tomorrow morning," Wanda estimated from what Legolas had said. "He'll attack if we don't give him that necklace."

"I daresay the Men of the Lake would be willing to join him," Dwalin grimly postulated.

Balin could tell Wanda desperately hoped otherwise by the look on her face. However, the Sokovian had effectively given Thorin a face-saving way to back down. The Company faced impossible odds against a combined force of Men and Elves. Parting with some of the treasure with such a foe to avoid bloodshed was more than honourable. All present held their breath as Thorin announced his decision. Instead of pulling away from the brink, Thorin dragged them deeper into it.

"Let them try," Thorin dismissed the danger. "Any attack on this place will fail."

This stunned the dwarves even more than the news about the threat they faced.

"How are you going to stop them all?!" Kili indicated to his uncle none of them agreed.

Thorin cast a greedy eye on the Scarlet Witch. Moments ago, she'd been an object of wrath to him. Now he saw the Avenger as a treasure whose power was his to command. Wanda didn't need her telepathy to know what he was thinking.

"No," she firmly replied.

Balin knew it was too much to hope that even this would make Thorin see reason. Wanda sensed several of the dwarves now feared their king's madness would cause her to abandon them. That same madness still didn't prevent Thorin from being cunning. He had an opportunity to stitch up Wanda's loyalty.

"It's time for you to choose a side," Thorin regally admonished her. "In front of all of us, who does the Scarlet Witch stand with? This Company – or the people of Lake-town?"

Wanda couldn't see any middle ground. Remaining here meant cutting herself off from Bard and his family. Leaving effectively ruptured her friendship with Bilbo and the Dwarves. Heartbreak awaited no matter what she decided.

With the eyes of all the dwarves upon her, Wanda made her choice.

* * *

 **First, audience knowledge v character knowledge. The One Ring changed size to fit the wearer. But at this stage, Wanda doesn't know that.**

 **The start of this chapter reflects a favourite pattern of mine. Villains need to have character development as well. There's plenty of articles about Ultron-199999 being more human than he'd care to admit. Ultron's personality is a mass of contradictions. Unlike a human being though, Ultron's programming prevents any (ironically) evolution to his understanding. An obvious example is building hundreds of Sentries but none of them providing any real companionship. Nor understand why a lack of empathy on his part can see an ally quickly turn into an enemy. As Vision implied, a lot of confusion can generate an equal amount of pain.**

 **I used some Scarlet Witch-616 quotes in this chapter. The quote about happily ever after aligns nicely with Gandalf's 'the time that is given to us'.**

 **The armies from Gundabad and the Iron Hills have started marching earlier than in canon. This was just being a bit more accurate about the distances needing to be covered. Wanda's message to Fili would also give Thorin more time to barricade the mountain.**

 **As for Wanda having to choose sides – what does that remind me of?**


	23. Divided We Fall

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

18/04/2017

This chapter is dedicated to a close friend (also a brilliant artist) who passed away during its writing.

 **DanSolo119:** I'd probably choose _The Madness of King_ _George_ given the cast includes Sir Ian Holm.

 **Steve993** : It was the metaphor about the surgeon. I personally think Thanos would prioritise the Infinity Gauntlet – though he'd probably like the One Ring for the other hand.

 **Dragon Man 180:** IMHO Thranduil had more in common with Thorin than he'd care to admit. Namely, letting grudges and slights get in the way of doing what was right.

* * *

 **Chapter 23 – Divided We Fall**

The attack launched from Dol Guldur had denuded it of all but one of Sauron's servants. The Keeper of the Dungeons was a huge and scarred Gundabad Orc. Barbaric even by orc standards, the Keeper wore a collection of beards from the dwarves he'd killed and skinned. Ultron had prevented him from adding Thrain's beard to his collection. But Sauron had given the Keeper permission to torture a prisoner of far greater value.

It was the middle of the night when the Keeper climbed the stairs to where Gandalf still hanged in his gibbet. The Grey Wizard was rumoured to have one of three Elven Rings of Power. If true, the Keeper had been instructed to cut it off for his dark master's possession. The rest of Gandalf was the Keeper's to do with as he will.

Upon reaching the top of the stairs, the Keeper unsheathed his orkish blade. Gandalf's back was turned to him. The Grey Wizard seemed to be muttering some incantation. Unlike most orcs, the Keeper had no fear of Gandalf. One reason was the gibbet contained a sorcery designed to negate magic.

"Spells will not save you, old man!" the Keeper scoffed.

The Keeper displayed his physical strength as he pulled the gibbet off its hook with one hand. Gandalf cried out in pain as the gibbet slammed against the ground.

"This is my Master's domain," the Keeper continued.

Gandalf was roughly pulled from the gibbet before being thrown to the floor. The Keeper was poised to strike with his blade. That was until he sensed a threatening presence from behind. He knew it wasn't Sauron given it lacked an evil feel. The Keeper warily looked over his shoulder and saw Galadriel standing just a few yards away. He only had time to greet his end with the briefest of screams. Galadriel released a mystical shock-wave with a wave of her arm. The resulting energy and pressure instantly disintegrated the Keeper. Several ruins also crumbled as the blast light up the sky for miles around.

The Wise had made for Dol Guldur from Lothlorien as fast as they could. Despite commenting Gandalf's actions had been foolish, even Saruman agreed his fellow Istari should be rescued. Middle-earth would need the Grey Wizard if it was to stop Ultron.

Galadriel walked up to her old friend who lay unconscious. It was clear Gandalf had been beaten and tortured. His weakened state meant the dark magic permeating Dol Guldur was slowly but steadily killing him. Galadriel's delicate frame masked her physical strength. She bent down and effortlessly lifted Gandalf by his back and knees. The Lady of Light carried him down a flight of stairs to a courtyard. Galadriel's hope that she could evacuate Gandalf without interference was quickly dashed.

" _Three Rings for the Elven-kings under the sky_ ," Sauron's disembodied voice echoed around her. " _Seven for the Dwarf-lords in their halls of stone._ "

Galadriel halted on the spot. Being warned about the Dark Lord didn't make his voice sound any less chilling. Galadriel's voice trembled as she spoke the next line in the verse Sauron had used to introduce himself.

"Nine for mortal men doomed to die," she tensely recited in realisation.

As if on cue, the nine Nazgul instantly appeared surrounding her. Their spectral forms wore arcane armour as well as carrying ghostly weapons that could hurt the living all too well. Galadriel stumbled back on the pedestal of a statue, with Gandalf still in her lap. The Dark Lord willed his servants to close in on their prey.

" _You cannot fight the shadow_ ," Sauron derided the Elf-queen's strength compared to ages past. " _Even now you fade. One light alone in the darkness._ "

The Lady of the Golden Wood steeled herself. Her freeing Gandalf had always been about baiting Sauron into the open.

"I am not alone," was Galadriel's determined retort.

Elrond and Saruman resolutely stepped out from the ruins behind the west-most Nazgul. The Elf-lord was armed with his sword, 'Hadhafang', while the White Wizard had his staff. The Nazgul seethed at the pair. Neither they nor their master knew about Galadriel's other reinforcement.

"Are you in need of assistance, milady?" Saruman imperiously enquired of her.

At this, the Lady of Light sent out a telepathic signal. Vision instantly phased up through the floor next to her. The android's appearance caught the Nazgul completely by surprise in more ways than one. They had never encountered such an individual before in all of Middle-earth. It made them uncertain how to attack him. That hesitation caused the Nazgul to lose the initiative.

"You should've stayed dead," Elrond launched the Wise's attack.

The first thing the Nazgul learnt about Vision was his quickness. Saruman and Elrond hadn't even moved as an energy beam shot out of the android's forehead. The targeted Ring-wraith screeched in agony as the Mind Stone ripped apart its evil essence. Vision fired at another wraith to the same result. Galadriel's telepathy told her the dreaded Nazgul felt afraid of an enemy for the first time in centuries. So much they had almost forgotten the Avenger wasn't their only assailant.

The courtyard flashed with magic as Saruman and Elrond entered the fray. The pair matched the Nazgul's speed as they deflected their attacks. Any wraith they struck momentarily disappeared before reappearing. Saruman swept one down a cliff only for it to scramble back up and resume attacking. Neither Saruman's staff nor Hadhafang could dispatch like the Mind Stone could. However, any Nazgul who managed to avoid Vision's energy beams discovered he could still match them hand-to-hand.

Khamul, the second-most powerful wraith after the Witch-king, attempted to strike at Galadriel. Vision intercepted him in a micro-second. Khamul tried driving his ghostly blade through the android's chest. The android countered with his powers of density manipulation. The Nazgul's blade harmlessly ran through the Avenger's intangible form. Vision passed through his opponent and re-solidified in the blink of an eye. Enhanced with the Mind Stone's energy, the android's vibranium-organic limbs were melee weapons as deadly as any. Khamul was too surprised to scream as Vision ripped him apart with his bare-hands.

As the battle swirled around her Galadriel hadn't forgotten about Gandalf. The wizard was drifting perilously close to his end.

"Mithrandir," Galadriel whispered to him. "Come back."

The Lady of Light exerted her power through soft kiss on Gandalf's forehead. Gandalf dramatically came to life as if woken from a nightmare. Unfortunately, it was a nightmare that had come to life.

"He is here!" Gandalf gasped aloud.

"Yes," Galadriel sadly confirmed. "The darkness has returned."

The Wise had prepared in case Galadriel was unable to evacuate Gandalf. Radagast burst on scene riding his sleigh.

"Gandalf!" Radagast urged him. "Gandalf, climb on!"

Galadriel as unable to help as the Grey Wizard struggled to get on board. Bringing him back had weakened her. Galadriel had to conserve what strength she had left. She gave Radagast a final command.

"Go!" she ordered while laying crumpled on the floor. "Quickly!"

The Brown Wizard was prevented from complying as Gandalf desperately grasped Galadriel's wrist. Gandalf thought his fellow Wise didn't know they faced a new darkness as well as an old.

"Ultron," he spoke its name.

The Lady of Light had been in telepathic contact with Gandalf before arriving at Dol Guldur.

"We are not alone, Mithrandir," she reminded him.

Vision landed in front of Radagast's sleigh. Gandalf watched wide-eyed as the android used an energy beam to clear a path ahead. The beam hit a pair of Nazgul, causing them to violently spasm before vanishing. Radagast immediately urged his rabbits forward. Still in shock, Gandalf lost his grip on Galadriel as the sleigh passed through an intangible Vision.

With Gandalf evacuated, Vision helped the Wise mop up the remaining Nazgul. The android's presence had seen Saruman and Elrond playing almost a support role. The latter's ego didn't find it demeaning. For once, the Free Peoples could easily defeat Sauron's most-feared servants. Elrond clinched victory over the Nine as he drove his blade into the Witch-king from behind. The Lord of the Nazgul shook and shimmered before his spirit dispersed.

The White Council paused to take stock of the situation. They were instantly reminded the Nazgul couldn't be permanently destroyed if their master endured. A nearby tower exploded in a violent ball of flame. Elrond and Saruman trembled as the flame coalesced into the Eye of Sauron. The Dark Lord's wrath wasn't primarily directed at any of his old enemies though.

" _Your presence means nought, Avenger_ ," Sauron warned Vision.

Sauron's Lieutenant had still described the group even if he hadn't told his master the full story. The Dark Lord now took shape in his giant armoured form. The reconstituted Nazgul promptly appeared in a line in front of him. Sauron would join them as they resumed battle against the intruders. But not before telling what awaited the Free Peoples.

" _It has begun_ ," Sauron announced their doom. " _The time of the Elves is over. The Age of Ultron has come._ "

One thing the automaton hadn't informed Sauron about was just how powerful the Mind Stone was. Unlike his servants, the Dark Lord thought he could withstand its energies. He quickly learnt otherwise as its guardian executed his and Galadriel's plan.

Vision shot a continuous beam directly at Sauron's head. The Nazgul were blasted away as their master fell to his knees wailing in agony and confusion. It was just the beginning as Galadriel rose from the ground. The Elf-queen was bathed in a malevolent green light as she unleashed her power. Even Elrond and Saruman took a nervous step back as Galadriel thrust forward a phial containing the Light of Earendil.

"YOU HAVE NO POWER HERE, SERVANT OF MORGOTH!" Galadriel told Sauron with a terrifying and distorted voice.

Sauron's Black Speech became gibberish as he crumbled before Vision and Galadriel's combined onslaught. If the Dark Lord was flesh, the former's attack would've felt like someone drilling deep into his skull.

"YOU ARE NAMELESS, FACELESS, FORMLESS!" Galadriel announced his time as the Necromancer was at end. "GO BACK TO THE VOID FROM WHENCE YOU CAME!"

Sauron gave a roar of defeat before being violently ejected from Dol Guldur. His broken and diminished form hurtled across the darkened sky before disappearing beyond the south-east horizon. Galadriel's aura faded equally as quickly. Vision promptly caught her in his arms as she collapsed in exhaustion.

 _Thank you, Vision_ , Galadriel telepathically responded.

The android assumed it wasn't just about breaking her fall.

 _It worked?_ Vision checked to be sure.

 _Yes_. Galadriel confirmed. _I wiped from him all memory of Ultron and the Avengers_.

Ignorant of this, the other Wise slowly began to recover from what they'd just witnessed.

"We should've never doubted Gandalf," a chastened Elrond said. "The spirit of Sauron endured."

The head of the Istari would never admit being wrong about anything.

"And has been banished," Saruman triumphantly segued before walking up to where Sauron had stood.

"He will flee into the east," Galadriel predicted.

The Dark Lord could only be headed towards one possible location. Elrond had traversed it thousands of years ago as part of Last Alliance. He also knew from bitter experience Sauron wasn't so simply defeated. Wanda's telepathy picked a hint of the reason. What she didn't pick was Elrond being the custodian of Isildur's line.

"Gondor should be warned," Elrond believed the Mannish realm was key. "They must set a watch on the walls of Mordor."

"No," Saruman flatly vetoed the idea. He directed Elrond's attention to his mother-in-law who was still gathering herself in Vision's arms. "Look after the Lady Galadriel. She has spent much of her power. Her strength is failing. Take her to Lothlorien."

Elrond was undeterred. "My Lord Saruman, he must be hunted down and destroyed, once and for all."

Despite Wanda's descriptions in Rivendell, witnessing the Mind Stone at work for the first-time left Saruman reeling. Such power! Power capable of bringing even Sauron to his knees. Unfortunately, that meant any attempt to take it from Vision would be futile on Saruman's part as well. The White Wizard needed time to figure out a plan. In that sense, it was unfortunate the most powerful weapon devised in Middle-earth had been washed out to sea.

"Without the Ring of Power, Sauron can never again hold dominion over Middle-earth," Saruman spoke it in argument.

Elrond was concerned about Galadriel. He nonetheless couldn't help but remember events in Mount Doom nearly three millennia ago. The Free Peoples had been given a second chance to destroy evil forever.

"Milord, we have the Vision!" Elrond desperately pointed out. "We may never again have such an opportunity."

The said Avenger now intervened.

"No," Vision said of Elrond's priority. "Sauron has been neutralised. Our priority now must be Ultron."

The android's words stilled Elrond from pursuing the matter further. Saruman gave a vindictive smirk. Now the Elf-lord knew what it was like to be slapped down by some upstart Avenger.

"Yes," Saruman concurred with the one present. "Listen to Vision, Lord Elrond. The greater peril lies north of here."

War would soon come to Erebor. As far as the White Wizard was concerned, the best outcome would be one where Ultron, Vision, and Wanda were all killed. Saruman could then claim the Mind Stone to destroy his rival for dominion over Middle-earth.

"Go now, all of you!" Saruman lordly commanded before fiercely gazing towards Mordor. "Leave Sauron to me."

Galadriel and Vision shared a troubled look.

* * *

Wanda joined Bilbo and the dwarves for breakfast in their quarters. Apart from Thorin, the other absentees were Dwalin who'd gone to check up on Nori who was currently taking watch. Wanda slept better than she'd expected. For some unknown reason, Bilbo's ring felt diminished compared to previously. That still left plenty of other things to plague the Scarlet Witch with anxiety.

Against the deepest desire of her heart, Wanda chose to remain with the Company. It reflected a promise she made to herself at Bag End. The Sokovian vowed to protect Bilbo even if no one else did. That included protecting the Hobbit from Thorin's madness. Wanda also felt she was the only thing that stood between the Company and something else.

Thranduil and his army arrived at Dale just before dawn. The dwarves estimated no less than eight-thousand Elven heavy infantry stood poised straight across the valley. The King of the Woodland Realm treated the Men of the Lake with a detached courtesy, even providing them with fresh food and supplies. This still brought little comfort to Wanda. As Dwalin implied, Men and Elves had common cause about the treasure. But that alliance could quickly dissolve if Bard and the other survivors tried to prevent any attack on the Scarlet Witch. The Avenger still believed Thranduil's sense of mercy was slender at best.

Then there was the problem of Smaug's posthumous taunts. Wanda had no doubt it had something to do with how the dragon had briefly entered her mind. Bilbo's ring had facilitated it when she was searching for the Hobbit. Wanda immediately discounted she was suffering from dragon-sickness. Unlike Thorin, she wanted to share the treasure with the Free Peoples. That included giving Thranduil his necklace to avert war. Whatever the latest telepathic threat was, Wanda resolved not to let it consume her. The consequences of the Scarlet Witch descending into madness were too terrible to contemplate.

Wanda sat at a table-bench between Bilbo and Ori with Dori and Bifur sitting opposite. Plates containing the remains of their breakfast – dry fruit and nuts – were in the middle of the table. Ori was busily sketching in his journal. Wanda noted it was a detailed rendition of the Gates of Erebor.

"That's good, Ori," she complimented his work.

Ori simply smiled as the Sokovian served herself breakfast. Wanda had brought her Elven bag that had been in Bilbo's keeping. It still contained a cake of lembas that was as fresh as on the day it was baked. Ori watched as Wanda took a small bite to slake her hunger. Things Elvish were very much at the forefront of his mind.

"Are the Elves really going to attack us, Miss Wanda?" Ori asked with trepidation.

Wanda looked at the young Dwarf. She saw a memory of his from a couple of days ago.

 _Thorin was proudly showing the Company the contents of his grandfather's personal vault. The vault's contents were worth a great fortune despite being only a fraction in size compared to Thror's treasure hoard. Among the contents were the White Gems of Lasgalen resting on a pile of diamonds. Thorin picked them up, thinking how he'd make Thranduil crawl to get them._

" _I know an Elf-lord who would pay a pretty price for these," Thorin smugly forecast._

"Yes, I'm afraid they will," the Elf-friend sighed with regret.

Ori's gaze fell back on his latest sketch. "In that case, I'd rather we give up the mountain."

All present heard this and stared at him.

"Don't let Thorin hear you say that!" Dori scolded in alarm.

Dori now learnt his little brother was no longer the same Dwarf who sat around the table at Bag End. Apart from losing his innocence, the quest had also proven to Ori he wasn't really warrior material. But it took no less courage to fight armed only with one's principles. From what Ori had learnt about her, that's how the Scarlet Witch fought before she got her powers.

"I'm not afraid," he replied with quiet determination. "Life's more important than gold. Even the lives of Men and Elves."

For the first time in their lives, Ori had managed to silence Dori. He'd also silenced the whole room. The only communication was Bifur firmly nodding in agreement. Wanda's telepathy sensed every other dwarf agreed with Ori's argument. It was never the Company's mission to wage war on the other Free Peoples. Kili valued one Elven life above all. What would he do if his uncle ordered him to attack Tauriel?

" _To the gate!_ " Thorin's voice loudly echoed.

The sound startled all in the room. The Dwarf King stopped outside the doorway within moments accompanied by his chief military advisor.

"Everyone to the gate," Dwalin repeated his king's command. "Bard's approaching."

As expected, Wanda quickly got on her feet. Thorin sharply pointed at her.

"Not you!" He commanded before ordering, "Fili, Kili, stay with her. The rest of you move!"

Bilbo gave Wanda's hand a sympathetic squeeze before departing with the others. A forlorn Wanda quickly found herself alone with Thorin's nephews. Both watched the Sokovian slump back to where she'd been sitting. Like Ori, Thorin had accomplished something the first time that morning. It was making his nephews feel ashamed of him.

"I'm sorry, Wanda," Fili apologised on Kili's behalf as well.

All the Avenger did was nod in reply. That was until she glanced at Ori's still-open journal. Perhaps there was a way to communicate with Bard after all.

"Where are those ravens kept?" Wanda wanted to know.

The brothers had grown up on tales about the halls of their fathers. Reclaiming the mountain allowed them to see much of what those tales described.

"There's always one roosting in the upper levels," Kili answered. "Why?"

* * *

Tilda was distraught by the Scarlet Witch's sudden departure. Bard comforted his youngest, guessing Wanda left for the mountain because the dwarves might be in some type of trouble. The extent of that trouble was revealed come daybreak. For both Legolas and Bard had been proven wrong. Thranduil hadn't brought his whole army just as a show of force.

The survivors from Lake-town welcomed the relief supplies provided by the Wood-elves. That aid however was only a by-product of their real mission. Thranduil was going to storm the Lonely Mountain to claim the necklace intended for his deceased wife. He would do it even if the Scarlet Witch aided the Company's defence. Bard tried dissuading Thranduil, describing the Avenger's display of power against Smaug.

" _I too have faced the great serpents of the North," the Elf-king dismissed her feats. "Unlike Collgwend, I needed no Infinity Stone to stand against them."_

Thranduil was at least prepared to try negotiations first. More accurately, he was willing to let Bard try. Thranduil believed the new King under the Mountain was just like his grandfather. Apart from his pride, Thorin would now be too mad to be reasoned with. Bard though still had faith in the Company's leader. For all their disagreements, Thorin was an honourable antagonist with a strong sense of justice. That sense would tell him the demands of the Wood-elves and Men of the Lake wasn't worth a bloodbath. Bard certainly hoped so for personal reasons. Wanda had demonstrated her feelings for him. But she also cherished all her friends from across the Free Peoples. Bard desperately wanted to spare Wanda the heartbreak of having to choose between them.

Bard closed in on the Gates of Erebor mounted on a white charger that Thranduil had loaned him. He pulled on the reins just in front of the bridge. Looking up the barricade, he noticed Thorin at the top flanked by Dwalin and Gloin. They greeted Bard with an expression every bit as stony as the structure they stood upon. Their visitor's only disappointment was there was no sign of Wanda. Bard tried to find out why.

"Hail Thorin, son of Thrain!" he respectfully greeted him. "We were glad to hear you survived the dragon. And I thank you for sending Wanda the Scarlet who allowed us to slay him."

The King under the Mountain was unmoved.

"Why do come to the gates of the king under the mountain armed for war?" Thorin demanded.

"Why does the King under the Mountain fence himself in?" Bard countered. "Like a robber in his hole."

"Perhaps it is because I am expecting to be robbed," Thorin testily retorted.

Girion's heir took a breath to calm himself. Someone had to show humility if war was to be averted.

"My lord, we have not come to rob you," Bard offered in assurance, "but to seek fair settlement. Will you not speak with me?"

Bard thought he was making progress as Thorin gave a diplomatic nod. The Bowman dismounted as the Dwarf King and his followers climbed down the stairs. Walking up to the barricade, part of Bard was impressed the dwarves had built the defence in such a short period of time. Before Smaug, the Dwarves of Erebor had played an important role in the construction of Dale. Bard hoped they could play a similar role in its reconstruction. Men and Dwarves would prosper by working together like their ancestors. Bard stopped by a small hole in the barricade. Slightly lower than face-level; he peered into it and saw Thorin waiting on the opposite side.

"I am listening," Thorin softly beckoned.

"On behalf of the people of Lake-town," Bard petitioned as their representative, "I ask that you honour your pledge. A share of the treasure so that they might rebuild their lives."

Unlike Bard, the Dwarf King's vision was as tunnelled as the portal they were speaking through.

"I will not treat with any man while an armed host lies before my door," Thorin answered.

"That armed host will attack this mountain, if we do not come to terms," Bard indirectly warned Thranduil wasn't bluffing.

Under normal circumstances, Thorin would've coolly dismissed the threat. Now he had the luxury to taunt and mock instead.

"And you can tell the great king his host will be scattered like dust," Thorin sneered as if daring Thranduil to try.

Bard was visibly shocked as it could only be implying one thing. Thorin expected such a reaction from him. The impertinent bargeman would now hurt for opposing the Quest of Erebor.

"Oh yes, 'Bard the Dragonslayer'," Thorin scorned he deserved the title. "The Scarlet Witch has made her choice. She weighed the value of your feelings and found them worth nothing."

Bard was incensed. Part of him would've loved to drive his blade through the Dwarf standing between him and the woman he'd fallen for.

"Let me speak to her," Bard forced the issue.

"You can speak to her after the Elves withdraw," Thorin haughtily declined. "Along with your claims for a share of the treasure."

In his dragon-sickness, Thorin didn't view Wanda just as military asset. She could be used to drive a wedge Bard and Thranduil. That same sickness also blinded Thorin to the former's selflessness.

"You gave us your word!" Bard reminded the Dwarf King of his promise.

"Why did the men of Lake-town come to our aid, but for the promise of rich reward?!" Thorin shot back before making it personal. "In fact, you didn't want them aiding us at all!" He paused before insulting, "They couldn't have picked a worse emissary. Are you all they have to make their case?"

Bard was seething inside. Personal insults he could handle – including Thorin's mockery about what he and Wanda shared. But nothing could justify the Dwarf King breaking his solemn pledge to the people of Lake-town. Bard still had a shred of hope that the Thorin he respected hadn't been lost.

"What of your conscience?" Bard calmly appealed.

Thorin's eyes momentarily flicked. Bard held his breath as the Dwarf King turned away from the hole as if in contemplation. Hidden from Bard's view, Thorin leant back against the barricade as his sanity tried escaping from torment. The fires of dragon-sickness abruptly consumed that escape attempt.

"Begone!" Thorin terminated negotiations. "Ere our arrows fly!"

Bard angrily slammed his fist against the barricade. Remembering something Wanda said, perhaps Thranduil would allow him 'first crack' at Thorin. Bard's rage subsided the moment he turned and faced his horse. Perched on the saddle was a raven with a folded piece of paper in its beak. Baffled, Bard slowly walked up to it. The raven placed the paper in his outstretched hand before flying off. The mystery behind the raven was solved after Bard unfolded the paper.

 _Bard,_

 _I'm sorry for leaving last night. In the end, I didn't want anyone hurt because of me._

 _None of the Company supports what Thorin's doing. I haven't been able to lift his madness. But no matter what he says, I'll never hurt you and your people._

 _Love to the children,_

 _Wanda xo_

Girion's heir softly smiled. His negotiations had failed. But nor was he leaving empty handed. Bard mounted and swiftly returned to Dale. Thranduil was waiting on the bridge leading into the city mounted on his elk.

"You were wrong, milord," Bard confidently reported. "Wanda may be with the Company but she is not our enemy."

Bard passed Wanda's note to Thranduil. The Elf-king's face was impassive as he read it.

"Collgwend promises not to attack your people," Thranduil said as he passed it back. "She gives no such assurance about mine."

Thranduil's intransigence frustrated and angered Bard almost as much Thorin's.

"Didn't you read what she said?" Bard pointed out. "Thorin stands alone. Wanda's our _ally_ in this."

"In that case," Thranduil concluded, "she'll help resolve things quickly."

"What do you mean?" Bard warily asked.

Thranduil's initial response to Wanda's note was meant to subtly goad the man she cared for. Bard had fallen into the trap the Sokovian managed to avoid in the Elf-king's palace. The King of the Woodland Realm used Bard's words to box him into a corner.

"We attack at dawn," Thranduil announced while unsheathing his sword. "Are you with us?"

* * *

The moment after sending Bard on his way, Thorin looked at the Company he'd brought to the gate. Bilbo and the Dwarves had quietly stood behind him as negotiations took place. Eleven pairs of eyes gazed at their leader in stunned silence.

"What?" Thorn glowered at their reaction. "What are you all staring at?"

As Wanda's note stated, none of them agreed with the path Thorin was taking them down. Only one of them had the courage to speak out.

"What are you doing?!" demanded Bilbo. "You cannot go to war."

None in the Company knew that Thorin wasn't planning to fight one with just the Scarlet Witch. The Dwarf King's paranoia ensured he wasn't going to share his plans with anyone.

"This does not concern you," Thorin dismissed his challenge.

The Hobbit was incredulous. "Excuse me?! But just in case you haven't noticed, there is an army of elves out there. And not to mention several hundred angry fishermen. Wanda won't stop them."

"And why not?" Thorin patronisingly wanted to know.

"Because Wanda's not a killer!" Bilbo exclaimed.

The Hobbit knew he was technically incorrect. The Scarlet Witch had destroyed countless evil minions along the quest. But she had never spilt the blood of any the Free Peoples. If anything, Wanda had exercised even greater restraint than when she used her powers against the Avengers. The King under the Mountain was confident he had the leverage to make the Sokovian do otherwise.

"When our enemies come to the mountain," Thorin darkly predicted. "And if your life is threatened, Master Baggins…I'm certain she'll prove otherwise."

None was more appalled to hear this than Balin. The attitude Thorin displayed outside the Hidden Door was no aberration – he currently saw Bilbo and Wanda as no more than tools. In this case, using the former to guarantee the latter would fight. The fact was Thorin saw the whole Company as his to do with as he pleased. He demonstrated it by unilaterally changing the goals of the quest.

"We have reclaimed Erebor," Thorin ominously prefaced. "Now we defend it!"

Bilbo began thinking how to defend Wanda from Thorin's madness…

* * *

After fleeing Dol Guldur, Radagast didn't stop until reaching his ramshackle stone and wood cottage. Called 'Rhosgobel', it was pieced haphazardly around a huge oak tree on the western border of Mirkwood. The Brown Wizard's passenger had regained full strength by the time they reached it. Gandalf dismounted Radagast's sleigh the instant it halted.

"I need a horse!" the Grey Wizard demanded.

"What?" Radagast was confused. "Gandalf, where are you going?"

"To warn Erebor," a worried Gandalf answered. "They have no idea Ultron's coming." He already thought of how his fellow wizard could help. "You must summon our friends, bird and beast - the battle for the mountain is about to begin."

The Brown Wizard wouldn't require something to go about his task.

"Take this," Radagast handed over his staff. "If what you say is true, then you'll need it more than I."

Accepting it, Gandalf warmly shook his hand.

"Thank you," he acknowledged Radagast's sacrifice.

The aid hadn't ended for Gandalf yet. The two wizards watched as Vision softly landed next to them. Nor had the android arrived empty handed. Vision searched Dol Guldur and found Gandalf's hat as well as Glamdring in its scabbard.

"I didn't want you to leave without them," Vision said as he passed the items to their owner.

"I'm indebted to you, Master Vision," Gandalf humbly received them.

"Wanda told you about him," Radagast deduced aloud.

"Indeed, old friend." Gandalf confirmed before telling the Avenger in question, "And it's an honour to finally meet you in person."

The android knew there wasn't time to return compliments.

"Thank you," he simply said before coming to the point. "I'm here to take you to Erebor. There's much we need to discuss on the way."

Gandalf read between the lines – the android wanted a private conversation. The Grey Wizard gave a curt nod of assent before putting his hat back on. Vision wrapped an arm around Gandalf's waist before ascending skyward in the blink of an eye. Radagast observed their departure with a resigned smile. That was until one of his rabbits asked a question about Vision.

"How I am supposed to know if he's faster than Gwaihir?" was Ragadast's miffed reply.

* * *

 **The White Council's rescue of Gandalf remains my favourite scene from** _ **BOTFA**_ **. Vision's presence would certainly swing things dramatically in their favour. But nor did I want to make them spectators. And Sauron's canonical dialogue allowed me to slip in an** _ **AoU**_ **reference.**

 **Like with previous chapters, Wanda's presence gave me a chance to mix and change dialogue from the film. I also used Vision to plug the gap between Gandalf being rescued and possessing his sword and hat just after leaving Dol Guldur.**


	24. Changing Gear

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

05/05/2017

 **silverhawk88:** If Vision teamed up with Galadriel at the height of her power, I'd dare say even Morgoth would quake.

 **alexgkeisler** : I've no hesitation nominating _Return of the Avengers_. If only because it exposed Middle-earth to Stark's inimitable style. The key word in relation to the Mind Stone is 'challenge'. For this crossover, Vision must weigh the potential impact of his actions upon an existing timeline. As Gandalf says, not even the very wise can see all ends.

 **Omegashark18:** Perceptive observation about Wanda. Having great power isn't the same as being able to transcend the consequences of using it. Like _Civil War_ , it's a theme this chapter explores a bit further.

 **Ultra battle99** : It should all be considered Black Speech as per Chapter 1.

* * *

 **Chapter 24 – Changing Gear**

After using her telepathy on the raven, Wanda returned to quarters where Fili and Kili were waiting. Thorin's nephews sighed in relief. It would've been awkward explaining her absence their uncle returned before she did. The trio nervously waited for the others. The brothers tried passing the time by showing Wanda what they had found while searching for the Arkenstone. It was a pair of small golden harps strung with silver that were still in tune (and untouched by the dragon, who had little interest in music). The Scarlet Witch briefly forgot about her cares as the brothers played a soothing duet melody.

"That was beautiful," Wanda complimented them at its completion.

"We're not the only musicians in the Company," Fili modestly accepted it.

"Just wait 'til you hear Bombur play the horn," Kili mentioned one of them.

The discussion about music caused the Scarlet Witch to mention a long-cherished wish of hers.

"You know, I've always wanted to learn an instrument," she shared with them.

Fili tried keeping things optimistic.

"We could teach you after this is over," he happily suggested in relation to the current crisis. "Any instrument in particular?"

Wanda was prevented from replying after another member of the Company entered the room.

"Bilbo," a baffled Kili greeted him. "Where's everyone else?"

Despite being unable to probe his thoughts, Wanda had become very good at reading the Hobbit's body language. A twitch of the nose invariably meant he was anxious.

"Waiting in the armoury," Bilbo confirmed why. "Thorin made us destroy the bridge."

Fili's jaw dropped. "To the Gates of Erebor?!"

The Hobbit grimly nodded. The other dwarves were forced to collapse a large statue onto the said bridge. Fili and Kili were stunned by their uncle's action. Thorin had always described the halls of their fathers in almost reverential terms. The Lonely Mountain now symbolised his madness – completely cut off from the outside. The Scarlet Witch didn't share their concerns. The loss of the bridge posed no barrier to what she most desired.

"What about Bard?" Wanda coolly enquired.

Noting her tone, the Hobbit's nose twitched again.

"He tried reasoning with Thorin," Bilbo carefully answered. "But…Bard couldn't get through to him. Thranduil's not backing down either."

"Well, that's that then," Kili sighed in resignation.

He and Fili stood up to join their kin. They noticed Wanda remained seated. She was brooding, as if lost in a world of her own. The next-in-line to the Throne of Durin again felt compelled to apologise for the actions of its current occupant.

"I know Thorin's making it hard, Wanda," Fili offered to gain her attention. "But the rest of us need you. Right now, you're our only hope of surviving this."

Wanda blinked as if woken from a trance.

"Yes…of course," she agreed slightly dazed.

The trio made to leave before noticing Bilbo staying put.

"You're not coming with us?" Kili was confused.

"Shortly," the Hobbit promised, "I've another job to do."

"Oh?" Fili assumed it was resulting from his uncle's orders.

"I just have to find some rope," Bilbo said.

The others departed given there was nothing unusual about the task.

 _Only hope indeed_ , Bilbo reflected.

* * *

The King under the Mountain was alone in the royal chambers. Thorin was fitting himself with the armour that had been his grandfather's. He'd ordered the other dwarves to prepare for battle elsewhere.

Smaug had decimated Thror's army while conquering the Lonely Mountain. The dragon didn't destroy Erebor's vast network of armouries though. Its contents – representing the highest quality of Dwarven craftsmanship – had gone untouched for decades. The Company's dwarves equipped themselves from the cornucopia of armour and weapons available. The Scarlet Witch stood silently fuming about the one Dwarf equipping himself in private.

Wanda used her telepathy to read the minds of the Dwarves who attended the negotiations. She wasn't too surprised Thorin had exaggerated her loyalty to him. The Sokovian though was enraged by what he said about her feelings for Bard. Wanda planned to wait until the Dwarf King arrived in the armoury. If one should never laugh at live dragons, Thorin would learn never lie about the Scarlet Witch.

Bofur placed a piece of armour on a bench. Wanda's inner tempest was calmed by the sight of it. The armour was a small coat of silvered-coloured mail inland with pearls and crystal. It's colour and design reminded her of the dress she wore for the Feast of Starlight. Bofur smiled as the Scarlet Witch softly ran her hand down the mail. The Avenger felt like she was touching glass rather than metal.

"It's not steel, is it?" she enquired of Bofur.

"It's _mithril_ , Wanda," the miner proudly informed her. "Light as a feather, but as hard as dragon scales if you'll forgive the pun." Bofur recalled Wanda's descriptions of the other Avengers. "I daresay as strong as your vibranium."

"And just as valuable I'd imagine?" Wanda assumed.

"Aye," Bofur confirmed. "This coat's worth more than the whole wealth of the Shire." He then paused before reflecting, "Maybe that's why Thorin wants to give it to Bilbo."

Wanda blinked at the revelation. Perhaps it was a sign that Thorin could still be saved from dragon-sickness? Wanda sensed it was a view his followers desperately clung to. The Scarlet Witch contemplated a new way of dealing with Thorin. It caused the Avenger to miss the other dwarves had planned a gift themselves.

"Found it," Balin said from behind.

Wanda turned around and saw him carrying a long-sleeved leather tunic. The tunic was maroon in colour with intricate gold stitching. The tunic was pulled together at the front by a column of buckles and straps. The whole room watched as Balin stopped before Wanda and presented her the tunic.

"Durin's Folk are skilled at crafting all sorts of armour," Balin began explaining their gift. "Thror had this made as gift for Girion's wife, protection for when she went hunting." There was a twinkle in the elderly Dwarf's eye as he observed, "I somehow think Master Bard won't mind if you're the first to wear it."

The Scarlet Witch knowingly smiled as the dwarves chuckled in agreement. She also knew they were anxious for her to try their gift. Wanda wasn't currently wearing her jacket. The dwarves watched as the Sokovian put on the tunic with purpose. Wanda even used her telekinesis to do up the straps and soften any tightness. The dwarves' proud thoughts confirmed it fitted her perfectly – and how their witch also looked every bit a warrior. The transformation in Wanda's mood from minutes ago was demonstrated next.

"I hope this doesn't count as my share of the treasure," she wryly accepted their gift.

The dwarves chuckled once more, glad they'd been able to lift her spirits. The one who bestowed her gift revealed it wasn't just for the purposes of protection.

"We wouldn't have come this far without you, Wanda," Balin said. "And we're honoured how you've stuck with us." He sombrely concluded, "Even if tomorrow be our end."

Wanda sensed a sad undercurrent among all the dwarves. They had reclaimed their home but wouldn't live to see its return to glory. Motivated by Fili's words, the Scarlet Witch moved to offer them hope.

"It doesn't have to be our end," she gently argued. "We can still prevent Thranduil attacking us."

Several of the dwarves hoped the Avenger had come up with a brilliant plan that would satisfy everyone.

"How?" Nori was on tenterhooks.

Wanda took a deep breath before answering, "We must detain Thorin, for his own safety and everyone else's."

A stunned silence filled the room. None of the dwarves believed her motives were selfish. Moving against their liege-lord was nonetheless unthinkable.

"We can't do that, lass," Dwalin softly gasped.

"Thorin's mad," Wanda stood her ground. "You all know it."

She learnt these dwarves truly were loyal to a fault.

"Madman or not, Thorin's still our king," Gloin spoke for all them. "We've all sworn oaths to follow him no matter what."

The Scarlet Witch began feeling increasingly raw.

"What about his oath to the people of Lake-town?" she argued. "Or don't they count?"

One of the dwarves who'd endured Smaug's attack on the town was more than empathetic to both the survivors and Wanda.

"Of course, they count," a compassionate Oin assured her. "All of us would see them given what they were promised."

"Then prove it," Wanda coldly challenged him and every other dwarf. "Or was I wrong sensing you value life more than gold?"

None the dwarves dared look her in the eye. The Avenger easily detected their shame. They all knew she was right. But they still couldn't summon the courage to stand against Thorin. Wanda had grown up witnessing too many Sokovians suffering at the hands of those 'just obeying orders'. As far as she was concerned, the dwarves' moral cowardice made them no better than the likes of Alfrid.

"Fine," Wanda angrily accepted their decision. "If you won't do something about it I will!"

The declaration saw the armoury erupt into chaos. Wanda had barely taken a step as Balin bravely stood in her path. He and the dwarves anxiously soothed and pleaded with her to stop. Order was abruptly restored.

"What's going on?!" a voice sternly demanded.

The armoury fell silent at Thorin's question. None said a word as they saw him standing in the doorway. Under happier circumstances, they would've found themselves admiring the magnificent armour he wore. The Dwarf King entered the room noting the guilty looks his followers were giving him. Thorin felt he'd come across a conspiracy in the making of which there could only be one ringleader.

"What were you telling my kin, witch?" Thorin accused Wanda.

The Sokovian was instantly hit by the thoughts of the other dwarves. They feared she was going to strike out at their king. The dwarves would be bound by oath to take up arms against her – no matter how reluctantly or futile the task. The Scarlet Witch would then be considered an enemy by all Durin's Folk. Wanda had two surrogate families in Middle-earth. Was she willing to destroy one so she could reunite with the other? Thorin's followers held their breath as Wanda gave her answer.

"That you don't deserve them," she bitterly chose the Company again.

Wanda stormed out the armoury as a hot tear rolled down her cheek. The Sokovian's faith was shattered as Thranduil's cynicism had painfully been proven true. Thorin didn't just value the Scarlet Witch's friendship as worthless. His dragon-sickness threatened to destroy the Avenger's very soul. Just when things couldn't get worse, Wanda received an unpleasant reminder of similar warnings from someone else.

 _And how many will die tomorrow because you were afraid to use your power?_ Smaug's voice mocked.

"Shut up," she muttered back.

It was then Bilbo arrived on scene having found a coil of rope. He immediately noticed his friend was upset. Like with Gandalf in the Trollshaws, the Hobbit was unaware of the cause.

"Everything alright, Wanda?" Bilbo gently tried finding out.

Unlike Gandalf, Wanda ignored the Hobbit and his question. She didn't even look at Bilbo as she walked passed him. Bilbo was immediately prevented from following her. In his paranoia, the King under the Mountain now felt there was only member of the Company he could trust.

"Master Baggins!" Thorin called out from the armoury. "Come here…"

* * *

Despite personal misgivings, Bard agreed to stand alongside Thranduil. Dale was a flurry of activity as the Men of the Lake readied themselves for action the following morn.

The town's armoury was among the buildings least damaged during Smaug's attack. Bard led his people in equipping themselves from its dust-covered stock of weapons, shields and armour. Forges were used for the first time in decades to sharpen blades and repair equipment. Bard was proud to muster from scratch a militia some two thousand strong. The overwhelming majority were civilians with no prior combat experience. However, morale was high thanks to Bard revealing the contents of Wanda's note (Tilda's joyful reaction delighted him more). The Scarlet hadn't abandoned them despite her being with the Company. Like their leader, they hoped it would ultimately cause the Dwarves to resolve things peacefully.

The Great Hall was the centre of allied operations. Its main courtyard currently had forces from both, including their respective leaders.

Thranduil was alone in his pavilion going over a map of the Wilderland. It was the result of what Feren and Bard had said about Legolas. The Elf-king was privately concerned and dismayed by his son's decision to scout Gundabad. The orc stronghold was where his wife – Legolas's mother – fell in battle in ages past. Her body was never found, presumably stolen by orcs to be defiled. Thranduil could only put Legolas's decision down to who was accompanying him. Tauriel had been banished due to her flagrant disobedience. One way or the other, scouting Gundabad would mark the end of her influence on Legolas.

Bard was outside in the courtyard as the militia trained through various exercises. Soldiers who'd enforced the Master's regime were now patiently instructing the townsfolk in the basics of combat. Bard's thoughts were privately centred on Wanda though. Up to now, Bard had never considered remarrying. Caution about his children's feelings was a major reason. But it couldn't be denied the three of them adored Wanda. If anything, she had drawn the family even closer. Perhaps it wasn't surprising given the Scarlet Witch was unlike any woman in Middle-earth. Unlike with his late wife, Bard had no idea whose permission he needed to ask for hand in marriage.

It was then a worried-looking old man entered the courtyard on foot. His appearance woke Bard from his daydreaming. The old man wore a grey robe and pointed hat. He walked about with a staff even though there was no frailty in his movement. Interestingly, the old man seemed to be armed with a fine sword. Unfortunately, Bard was prevented from speaking to him first.

"No, No, No!" Alfrid loudly grumbled before exiting the Great Hall.

The bureaucrat had been sulking ever since the evacuation. His fellow Lake-men still saw Wanda the Scarlet as Bard's second. Her going back to the Company was for selfless reasons, further enhancing her popularity. Alfrid saw the old man as a much-needed opportunity to exercise some petty authority.

"Oi! You -pointy hat!" Getting the old man's attention, Alfrid sarcastically confirmed, "Yes, you." He strode up to the old man while venting, "We don't want no tramps, beggars nor vagabonds around here. We got enough trouble without the likes of you. Off you go!"

The old man was half-tempted to demonstrate what happened to the last person who mistook him for a vagabond.

"Who's in charge here?!" he growled in demand.

Alfrid withered before his tone and glare just as Bard joined them.

"Who wants to know?" the Bowman casually enquired.

The old man's demeanour changed having found who he was looking for. Vision had earlier set him down on Dale's outskirts, just out of Elven sight. The android was told to wait upon his passenger's signal. Gandalf gave Bard a respectful bow.

"I am Gandalf the Grey," the Wizard introduced himself. "We must speak with you and Thranduil at once."

The pronoun confused Bard.

"We?" he queried it.

Gandalf firmly tapped the ground with his staff. Like at Dol Guldur, Vision phased up through the ground next to him not a moment later. The android's appearance threw the courtyard asunder. Elves swiftly aimed their bows at him. The Men of the Lake ceased their drills, more astounded and frightened than when Wanda introduced herself. The commotion even caused Thranduil to come outside to see what had caused it. The greatest contrast in reactions were from the two men standing closest to Vision. Bard's came after a terrified Alfrid fainted on the spot.

"You're doubly welcome, Master Vision," Bard warmly shook his hand.

* * *

The Elves had formed a defensive line before their king's pavilion. It was to keep back the large crowd of curious Lake-men. All of them more hoped to catch a glimpse of the strange visitor within. It was a visitor Bard and his children knew by reputation.

Dining with Scarlet Witch inevitably saw her talk about her fellow Avengers. Not surprisingly, Bard expressed an affinity with Hawkeye – both being skilled archers and good family men. But the red machine-man named 'Vision' sounded an enigma at best. Bard found him no less mysterious even from just a few feet away. In one sense, it was fitting Vision had arrived with an individual reputed to be every bit as enigmatic.

Gandalf stood alongside Vision as both faced Thranduil. Seated on an ornate wooden throne, the Elf-king's demeanour was circumspect. After briefly describing his rescue from Dol Guldur, Gandalf wanted to discuss the threat facing the Free Peoples. Much to the wizard's inner frustration, Thranduil first wanted to satisfy his curiosity about the android. The King of the Woodland Realm had been previously told about the Avenger from the same source as Bard.

"So," Thranduil began, his gaze firmly on the android's forehead. "That is the Mind Stone I've heard so much about."

"Yes, Your Majesty," Vision respectfully confirmed. "It's how Wanda got her abilities."

"And yet I understand her abilities represent only a fraction of the stone's power," Thranduil recalled.

"It pre-dates the universe itself." Vision said before admitting, "Even I'm far from knowing its full potential."

Bard wondered how a man like himself could even contribute to the discussion. The King of the Woodland Realm's next contribution was in the form of a cheap shot.

"It makes Oakenshield's obsession with the Arkenstone seem rather quaint," Thranduil dryly mused.

The inherent hypocrisy in the remark incensed Gandalf enough to break his silence.

"You must set aside your petty grievances with the dwarves!" he chided and warned. "War is coming. You're all in mortal danger!"

Bard felt he was on surer ground to speak. "What are you talking about?"

"A large host is headed here from Dol Guldur," Vision dispassionately revealed. "It's under the command of Ultron."

The allied leaders were stunned. Bard the least given what Wanda had confided to him. By contrast, even Thranduil's legendary self-discipline couldn't prevent him from standing up.

"Impossible," Thranduil gasped. "Collgwend said you destroyed him."

Vision immediately knew who Thranduil was referring to. While in Middle-earth, JARVIS quickly became proficient in Sindarin and other Middle-earth languages.

"I was mistaken," the android said. "The last version of Ultron escaped to this world. He arrived in Dol Guldur and has been Sauron's lieutenant ever since."

All doubt left Thranduil. The Elf-king now realised he'd been unwittingly briefed about the Lieutenant days before Narzug's interrogation. Wanda had described Ultron over dinner. Thranduil expressed some sympathy for the automaton's misanthropy. The Super Spiders' attack on the Woodland Realm demonstrated Ultron had no sympathy for the Eldar either. Thranduil wouldn't publicly admit it, but his son had been right – there was more Narzug could've told them.

In a rarity, the King of the Woodland Realm needed to settle his nerves. He walked over to a small table containing a crystal decanter of Dorwinion red wine. He offered his guests a glass before pouring one for himself. Bard accepted while Gandalf shook his head.

"I'm unable to, sir," Vision declined as well.

"Is it because you're part-machine?" Thranduil guessed.

There was something of a twinkle in Vision's eye as he replied, "Let's just say I'm unsure about consuming alcohol given my creator."

Thranduil simply noted this having gathered his thoughts.

"Ultron must have been here for some time," the Elf-king deduced. "Why has the Enemy revealed him now?"

"Because the company of Thorin Oakenshield forced it," Gandalf pinpointed the cause.

The Grey Wizard led the others outside to a private spot from where the Gates of Erebor could be clearly seen.

"The dwarves were never meant to reach Erebor; Azog the Defiler was sent to kill them," he continued. "The Enemy wanted the mountain for its position and the treasure within." Gandalf quietly sighed before repeating what Thrain said; "None of it matters anymore."

Gandalf told the allied leaders about his rescue but not the events that followed. Vision took his cue.

"Sauron has been crippled," he revealed to Bard and Thranduil. "Ultron is now moving to seize power for himself. He'll start by destroying your forces. Erebor will then be the base from where he carries out his mission."

"Our extinction," Thranduil connected Narzug's boast.

Vision gave a subtle nod of confirmation. Thranduil felt more than troubled. The Elf-king was born in the First Age. Ultron's goal of total destruction made the automaton more like Morgoth than Sauron. The mortal participant in the meeting had more personal concerns.

"Does he know Wanda's here?" Bard enquired while tentatively hoped not.

"Well and truly I'm afraid," Gandalf sombrely recalled. "Despite his claim otherwise, Ultron fears Wanda. So, he'll strike hard to overwhelm her."

The Scarlet Witch was still committed to protecting the Men of the Lake. She also received a solemn pledge under a moonlit sky just a few nights ago. No one else knew about it except the man who gave it to her.

"Wanda can't hold back Ultron on her own!" Bard insisted.

It was the perfect opportunity for her fellow Avenger to underline Gandalf's key message.

"None of us can," Vision agreed. "Unlike on Earth, Ultron's consciousness is confined to a single vessel. We must nonetheless unite if we're to have any chance of stopping him."

Thranduil might have been quickly convinced of the danger posed by Ultron. Getting him to set aside long-standing disputes was another matter entirely.

"And what of Oakenshield?" Thranduil raised his bête noire. "How are you planning to persuade him?"

The long-running spat had all but exhausted the wizard's patience.

"With the truth like yourself!" Gandalf's frustration boiled over.

The Elf-king's last question had been strategic. Gandalf's answer implied he saw Thorin and Thranduil as equals. If the Free Peoples were to unite, the wizard needed to admit otherwise.

"Bard patiently tried reasoning with him," Thranduil began framing the issue, "offering very generous terms. But he wouldn't listen." He pointedly added, "Nor will he as long as Collgwend remains at the mountain. In his madness, Oakenshield believes himself invincible by extension."

Bard thought Thranduil was overlooking the obvious solution. It was a solution that appealed to the Bowman at a personal level as well.

"Can't you can sneak into the mountain unnoticed, Vision?" Bard friendlily suggested. "Persuade Wanda to leave of her own accord. Even in his current state, Thorin would surely see his position was hopeless without her."

JARVIS's knowledge about Middle-earth wasn't simply limited to languages.

"I wish it were that easy, milord," Vision acknowledged Bard's heritage. "Unfortunately, King Thranduil has a point. There's no telling how Thorin will react if Wanda abandoned him like that. I fear it would only strengthen his resolve."

"Why?" Bard simply asked.

Girion's descendant was unaware the android had previously discussed this option with someone else.

"Thorin's not planning to defend the mountain only with Wanda," Gandalf explained. "He would've sent word to his cousin the moment Smaug was dead. A sizeable force from the Iron Hills is likely already on its way."

" _Angtâl!_ " Thranduil reacted with thinly veiled contempt.

Inwardly, the Elf-king was thrown by this development as much as news of Ultron. Multiple forces were closing in on the Lonely Mountain. And as far as Thranduil was concerned, none of them were friendly. Oakenshield would undoubtedly use the reinforcements from the Iron Hills to fortify his position. The Wood-elves would find themselves trapped between the mountain and Ultron's legions. That prospect only strengthened Thranduil's resolve to force matters with the Company. The only question was if he'd still be able to do it at sunrise.

"All these armies you speak of, Mithrandir," Thranduil prefaced the topic. "Where are they?"

* * *

To the south of Dale, Azog could be found taking a rare break. The Pale Orc absently fed his warg having dismounted from it. They and Ultron stood out front the entrance of an underground tunnel more than thirty feet in diameter. The tunnel's interior flickered with torchlight while echoing to the movement of rock and armour. For the tunnel was just one in a network Sauron had planned. It was a plan his Lieutenant hadn't tinkered with due to experience.

"I sure could've used these things at Novi Grad," Ultron reflected primarily to himself.

"The fools have forgotten what lives beneath these lands," Azog mocked the Free Peoples instead. "They have forgotten the great Earth-eaters."

A mounted warg-rider emerged from the interior with a progress report.

"Our army will be in position by dawn," he told Ultron.

"Attack immediately," the automaton ordered for afterwards. "Orcs can lead the first wave."

Azog waited until the warg-rider disappeared back down the tunnel. Speaking with Ultron invariably resulted in barbs against the Defiler's dignity. The Pale Orc at least wanted to curtail the opportunities for public humiliation.

"Why not commence with your forces?" Azog suggested. "Victory would be ours in minutes."

Much to his surprise, the suggestion was treated with a modicum of respect.

"We first need to separate Wanda from the others," Ultron coolly dismissed it.

Azog assumed the automaton meant it was a case of divide and conquer. The Defiler mounted his warg as Ultron walked passed him. The army's ranking leaders were heading to Erebor by a different route. Using the cover of night, they'd establish a command post on the summit of Ravenhill. It would be post slightly different to those Azog was familiar with.

"How long will it take to deploy your signals, Lord Ultron?" he asked.

"We can leave it to the last minute," the automaton was unhurried, "reduce the risk of being spotted."

The pair would be accompanied by Azog's bodyguard. The fierce group of orcs and wargs were a now a symbolic security blanket to the Defiler as much as literal one. They represented the shrinking number of Gundabad's denizens whose primary loyalty still lay with Azog. At least they'd never follow Ultron's orders ahead of his. The Pale Orc looked at the army's primary objective before moving out.

"By this time tomorrow the mountain will have a new master," Azog confidently forecast.

Ultron inwardly smiled. If the Avenger's files were correct, Sauron would've fled back into Mordor by now. It was something Azog didn't need to be appraised of. Ultron wasn't going to make the same mistake (in his mind) as the Maximoff twins. To be truly effective, betrayal required both secrecy and timing.

"Yeah," Ultron darkly agreed. "All Middle-earth will."

* * *

 **For the best dramatic tension, I've always believed the build-up to fictional battles is just as important as the battle itself. The build-up in this crossover includes characters to whom the battle has already been fought. For example, is Vision aware of other canonical events besides the force from the Iron Hills? Readers are correct in assuming they'll have to wait and find out.**

 **The size of the respective armies in this crossover are based on those found in the One Wiki to Rule Them All site.**

 **The phrase 'to a fault' points out every virtue can turn into a vice. Of all the dwarves' praiseworthy qualities, I don't think it coincidence Bilbo used the phrase for 'loyal'. Earth history is littered with examples of nominally sane people following mad leaders right to the bitter end.**

 **Fili and Kili's harps were from the book, allowing me to give a nod to Wanda's guitar in** _ **Civil War**_ **.**


	25. Discoveries on the Abyss

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

16/05/2017

 **Sammael29:** Like many stories, things need to get worse before they get better.

 **Denz-El** : Thanks for all your reviews.

 **JJChandler** : I'm not sure at this stage. If he does, I should've kept Smaug alive to do the bargaining.

* * *

 **Chapter 25 – Discoveries on the Abyss**

After leaving Lake-town's survivors, Legolas and Tauriel made for Mount Gundabad as fast as they could ride. Legolas was convinced the Orc stronghold was going to be the launching pad of a major assault on Erebor. Their path traversed around the northern edge of Mirkwood. The terrain was as desolate the lands on the west border of the forest. None described it as expansive though. For the Grey Mountains stretched across the length of the northern horizon. Balin said the ancient mountain range was teeming with evil creatures ready to attack the unwary. Two and half days into their journey, the Elves unexpectedly encountered a larger threat.

It was night when Legolas and Tauriel first heard a rumbling sound to the west. The pair dismounted before quickly creeping up a low ridge. Their eyes widened in shock after peering over it. They no longer needed to go to Gundabad – Gundabad had come to them. A fifteen thousand strong horde was marching directly towards them from less than a mile away. Ranks of heavily armoured orcs bristled with pikes and other forged weapons. Bolg lead them from the front mounted on his warg.

"They must have been ordered to march out some time ago," Legolas grimly concluded. "Meaning a similar force would've also left Dol Guldur."

Tauriel took in a nervous breath. In less than three days, Erebor and Dale would be subject to a massive onslaught. The Company and the Men of the Lake weren't the only ones who'd be caught in it. Thranduil's army would have arrived the day before. If that army was destroyed, the Woodland Realm would lay defenceless. Tauriel's dread turned into confusion upon spotting something unusual.

"Their banners," she drew Legolas's attention to it. "That is not the mark of Gundabad."

It was testament to Elven sight the pair could make out the details given the time and distance. Each banner had a large pair of red square eyes and gaping red mouth painted over a black background. Legolas couldn't recall seeing such a symbol before. Given Narzug's interrogation, the list of possible candidates was very short.

"That mark could only belong to one," Legolas prefaced before locking eyes with his companion. "The Lieutenant."

The pair suddenly had to duck as a flock of bats swarmed directly overhead. Larger than normal, these bats weren't natural but creatures in the service of dark powers. They could scout for their masters and, like the ravens used by Dwarves, act as messengers as well. This flock immediately reported to Bolg about the enemy just ahead. Bolg was unconcerned. The Elves who foiled him in Lake-town would soon die like the rest of the Free Peoples. He instead thrust his mace into the air.

" _Uk broshan goth!_ " Bolg exhorted the legions under his command.

"ULTRON! ULTRON!" they thundered in acclaim.

The Elves were shocked to the core.

"That's why Wanda was afraid!" Tauriel gasped in realisation.

"Meaning Ultron's commanding the other army!" Legolas added.

Bolg grinned as the pair ran back to their horse. It was due to what Ultron called the 'big picture'. Like all orcs converging on Erebor, Bolg had a personal goal in mind. Once the Free Peoples were crushed, he would be allowed to rule Gundabad as Ultron's vassal. The automaton even promised to take care of its current ruler ("When it comes to killing fathers, I'm always happy to help").

Other rewards awaited Bolg depending on how the battle went. They included being second-in-command of Ultron's new order. That is, if the automaton's preferred candidate said 'no'…

* * *

Evening saw debate continue within Thranduil's pavilion. Bard had excused himself to check on the militia as well as spend what time he could with his children. But not before extracting a concession from the King of the Woodland Realm. Thranduil agreed to amend one of his orders given Vision's arrival. From now on, the Wood-elves could only attack the Scarlet Witch if she attacked them first. It was a condition that Thranduil was willing to push to the limit. Vision silently witnessed the Elf-king and the Grey Wizard go head-to-head about it. Thranduil sat on his throne while Gandalf anxiously paced the floor with pipe in hand.

"As I said to Bard," Thranduil firmly stated, "the heirlooms of my people are not lightly forsaken."

"You're still attacking?!" Gandalf was incredulous. "I told you what's coming!"

"I asked the location of those armies, Mithrandir," Thranduil reminded. "The best you could tell me was them arriving sometime tomorrow."

"We came directly from Rhosgobel to give warning," the wizard said of Vision and himself. "We didn't have time to go out looking for them."

Thranduil believed impending danger only supported his argument.

"And how much time are you giving Oakenshield to come to his senses?" Thranduil retorted. "Are you prepared to wait until the point of Ultron's arrival?"

Gandalf's patience was a byword. But even he felt the Elf-king had struck a low blow.

"I spoke with Ultron myself," Gandalf testily reminded. "I'm well aware what his arrival heralds."

The King of the Woodland Realm kept using the wizard's words to ram home his point.

"Oakenshield doesn't grasp the threat currently on his doorstep," Thranduil referred to the armed host at his call. "Do you seriously believe you can persuade him of the threat Ultron poses simply by telling the truth?"

The Grey Wizard took the opportunity to indirectly berate Thranduil's mistrust in someone else.

"Not if it comes just from me," Gandalf asserted. "You forget, milord. The Company contains someone who battled Ultron before he even came to this world."

"You read her note, Mithrandir," Thranduil had no confidence given the individual's own words. "Collgwend hasn't been able to remove Oakenshield's madness."

"And nor will Wanda give up trying!" Gandalf insisted.

Thranduil's mouth twitched. Gandalf had provided the perfect opening to finally settle the matter.

"You've heard us, Master Vision," Thranduil slyly addressed the other individual present. "What is your opinion? How long will it take for your fellow Avenger to remove the effects of dragon-sickness?"

The Elf-king shared Galadriel's perception about the android being newborn. Vision's super-intelligence still didn't grasp the finer points of rhetoric.

"I don't know, sir," Vision answered, unaware of the question's hidden agenda. "Wanda's somewhat like myself. What we know of her telepathy is greatly outweighed by what we don't."

The King of the Woodland Realm gave Gandalf a vindicated look.

"You can't guarantee Oakenshield will listen," Thranduil coolly declared his mind was made up. "Let alone he'll do so before those armies arrive. Either way, Mithrandir, the Dwarves are out of time."

* * *

Bilbo and the Dwarves were happy for Wanda to eat with them. They nonetheless insisted she have some privacy as well. Close to their common quarters was a small guestroom that Wanda slept and changed in. It was also where she retreated after storming out of the armoury. The Scarlet Witch hadn't emerged since closing the door behind her. Except for their leader, the rest of the Company was more than concerned. None of them dared disturb her though. The dwarves were still ashamed at how the Avenger stung their consciences. Guilt prevented Bilbo given what he planned to do later. The Hobbit found himself unable to knock on Wanda's door even though she could be heard softly weeping.

Late night saw Wanda's room in pitch blackness. Laying on her bed, the Sokovian had long ceased crying but still couldn't sleep. The blackened room represented how she felt alone and in the dark. Only a miracle could now prevent the Quest of Erebor ending in tragedy.

Wanda had failed to free Thorin from dragon-sickness. Nor had she been able to persuade the other dwarves to detain him. Even with all her power, the Scarlet Witch didn't have the stamina to hold out a besieging force indefinitely. It formed the basis of Thorin's calculations. Wanda would have to destroy the besiegers if she ultimately wanted to save the Company. Her worst fear was Bard and the Lake-men joining Thranduil and the Wood-elves in attack. No matter the outcome, the Scarlet Witch would never be trusted by any of the Free Peoples again. It was then she realised there still might be one.

Like Wanda, Bilbo had opposed Thorin to his face. Not having super powers made the Hobbit's opposition even more courageous. Bilbo didn't have to be part of tomorrow's madness. All he had to do was slip on his ring and hide within the mountain until the fighting was over. Maybe he just had to be assured the Scarlet Witch would still protect him?

Wanda stood up and put on her armour. She made to open the door but stopped upon hearing a loud and tired yawn from outside. It was Bofur turning in for the night. His frame of mind saw his thoughts leaking everywhere. Wanda's eyes widened in alarm – Bilbo had already left the mountain! She sensed Bofur wouldn't tell anyone. Touchingly, the Dwarf wanted to shield Bilbo from tomorrow's events as much as Wanda did. But that didn't make going over the wall a good idea. Using an invisibility ring to get past hundreds of Silvan archers was still highly dangerous at best. Particularly given their king's order was more than likely 'shoot to kill'. Wanda had to find Bilbo before the arrows of the Wood-elves did.

Wanda's next actions resembled hers when escaping Thranduil's palace. She quietly stepped out of her room before again using her telepathy. The thoughts from the common quarters suggested most of the dwarves were asleep (Balin's indicated that Thorin was brooding alone on this throne). Confident the coast was clear, the Scarlet Witch discreetly made her way through the mountain's interior. Elrond's boots again proved their worth as Wanda's footsteps fell in complete silence.

The Sokovian soon reached the barricaded Gates of Erebor. She hadn't been here since arriving from Dale. After a precautionary glance over the shoulder to ensure she hadn't been followed, Wanda elevated herself onto the platform. It was her first taste of fresh air in more than a day. The Scarlet Witch couldn't help but take a deep breath of it. Being cooped up within the mountain had almost been as suffocating as Mirkwood. This included the mountain having a distorting effect on her telepathy. The relief Wanda currently felt saw her realise too late she wasn't alone.

Bombur stood looking at the Scarlet Witch just a few yards to her left. He had taken over watch duties from his brother. The Company's cook wore a morion-style helmet and was armed with a halberd. There was an uncomfortable pause as Wanda weighed up what she should do. Smaug's voice taunted her lack of will about using her powers on the Company. The outside air though allowed Wanda to recall Galadriel's counsel in Rivendell. For the first time since returning the mountain, the choice in the Sokovian's heart was clear.

"Bombur," Wanda began persuading him, "Bilbo's gone over the wall. I have to find him or the Elves will kill him on sight."

The Sokovian's restraint and trust was rewarded more than she expected.

"It's alright, Wanda," Bombur assured. "I won't tell anyone."

It was the first time she had ever heard Bombur talk. The Scarlet Witch smiled in wonder at his dulcet voice. It was the happiest she felt since before Dale. The Avenger could only agree with something Gandalf once told her – it was the small things that kept the darkness at bay.

"I'll be back as quick as I can," Wanda promised before taking flight.

* * *

With discussions at an end, Thranduil stood up and walked to the table with his maps. He dispassionately began the task of preparing a battle plan. That included preventing any interruptions from Gandalf.

"Master Vision," Thranduil co-opted the android into the process. "I'd be grateful if you tell me all you know of Ultron."

Vision began by describing Stark's goal for a suit of armour around the world. Gandalf gave an annoyed grimace. Thranduil was effectively freezing him out of the planning process. Stepping outside, Gandalf spotted the other allied leader just a few yards away.

Bard had just finished dinner with his children. Privately, he pondered if it would be their last meal as a family. The news about Ultron had quickly spread among the Lake-men. While anxious, none of them could fully grasp the threat posed by the automaton. They had every faith the Scarlet Witch (now helped by Vision) would save them like she did from Smaug. Bard couldn't find it in himself to say otherwise even to his children. The truth could see even worse scenes of panic than when the dragon attacked Lake-town. While consulting with a pair of militia officers, Bard was abruptly reminded that Ultron wasn't the only crisis.

"You, Bowman!" Gandalf got his attention. "Do you agree with this?"

Bard excused himself and went to the wizard for a private word. The last thing the militia needed to know was of divisions within allied command.

"Agree with what?" Bard wanted clarity.

While reading Wanda's note, the Grey Wizard also picked up its subtext. He only wished circumstances had been kinder to her and Bard.

"Attacking the Company at dawn," Gandalf answered. "Do you really want to put Wanda in an impossible position?"

Bard's eyes narrowed. Of course, he didn't want that to happen. But he still believed the Sokovian had a key part to play in resolving the crisis.

"Wanda won't break her word," Bard insisted. "She'll use her power to prevent bloodshed. We just have to get Thorin to back down before the others arrive."

"Thorin won't back down!" a breathless voice interrupted. "Not when he thinks he can make Wanda fight for him."

A surprised Gandalf felt an equal measure of relief and joy.

"Bilbo Baggins!" he greeted the Hobbit.

* * *

Bilbo was immediately taken to Thranduil's pavilion. It meant being introduced to Vision before learning about Ultron. The Elf-king impatiently sat on his throne waiting to raise something else. It would take more than the end of the world for Thranduil to overlook acts of trespass within his palace. The trespasser in question was trying to understand a new villain even more frightening than an old one.

"Where does this leave Azog?" Bilbo asked despite still being afraid of him.

"But a pawn of Ultron's," Gandalf answered. "If our forces are destroyed, I suspect Ultron will kill him shortly after."

The Hobbit hadn't forgotten standing between Azog and his intended prey. He fervently hoped never having to do likewise with Ultron. Wanda told him the automaton greatly prized something.

"Would, um, Ultron," Bilbo warily pointed at Vision's forehead, "still want the Mind Stone?"

"Most certainly." Vision confirmed before explaining, "It's important to understand, Master Baggins. Ultron's in a great deal of pain. He thinks the stone will help. In truth, it will only make his pain worse."

Bilbo's response bordered on whimsical. "Bit ironic really."

Their host rolled his eyes in frustration.

"If I'm not mistaken," Thranduil testily interrupted, "this is the halfling who stole the keys to my dungeons from under the nose of my guards."

"Yes," Bilbo awkwardly admitted. He apologised like having stepped on a neighbour's flower bed, "Sorry about that."

Gandalf and Bard quickly gave it a good-humoured smirk.

"What did you mean by ironic, Bilbo?" the former then questioned.

"I came," Bilbo said while walking up to the table next to him, "to give you this."

The Hobbit set down a small bundle of cloth before unwrapping it. A stunned silence fell over the pavilion. For within the bundle lay the Arkenstone. The sight of the brilliant white jewel saw the rest of the pavilion gather around it in awe. It was the first time Thranduil had seen it since his ill-fated audience with Thror.

"The heart of the mountain!" he gasped in recognition. "The King's Jewel."

"And worth a king's ransom," Bard spoke the corollary.

Vision's interest in the Arkenstone was more scientific. The android's eyes were as good as electron microscopes. JARVIS would have been within right describing it as 'alien'. The jewel's crystalline structure was flawless. A greater mystery was the light it radiated. Vision couldn't detect an obvious energy source. Was it somehow related to the Silmarils mentioned in JARVIS's files? Girion's heir tried solving another mystery.

"How is this yours to give?" Bard questioned its bringer.

"I took it as my fourteenth share of the treasure," Bilbo answered. "Thorin values this stone above all else. In exchange for its return, I believe he will give you what you are owed." The Hobbit's motives were simple. "The truth is, I've grown very fond of those dwarves. None of them deserve to be killed by you. Not even Thorin."

Gandalf proudly smiled. There was more to Bilbo than even the wizard had realised. The Hobbit had been through so much peril on the quest. And yet, he was willing to come away empty-handed if it meant saving just one life. Bilbo's priorities put those of mighty Elf and Dwarf lords to shame. Gandalf wasn't the only one who shared this belief.

"Wanda said you were selfless," Bard commended the Hobbit.

Bilbo modestly shrugged.

"I meant what I said that night," he referred to the one outside the Master's house. "She's the kindest person I've met." Bilbo paused before reflecting, "And I'll do all I can to save her."

"What's wrong with Wanda?" Bard immediately inferred.

" _She's back!_ " a Lake-town soldier cried out from the courtyard.

Bard immediately rushed outside the pavilion. His fellow Lake-men were cheering that the Scarlet Witch had landed among them. Flying to Dale wasn't impulsive on her part. Even with her powers, the Avenger would struggle to find Bilbo in the dark. After leaving the Lonely Mountain, Wanda flew as close to the city as possible. She sensed the Elves would only act against her in self-defence. Hopefully the same leniency could be extended to Bilbo. It was a near certainty Thranduil wouldn't even listen to Wanda. But she was more than confident of someone else intervening on her behalf.

"Wanda?" Bard walked up to her both happy and confused.

The Bowman was caught completely off-guard as the Sokovian pulled him in for a passionate kiss. The Men of the Lake had the grace to keep their reactions to a discreet smirk or chuckle. Bard recovered his wits after he and Wanda finished.

"Nothing wrong with that," he said _sotto voce_.

A smiling Wanda noticed who else had left the pavilion standing just a few feet away.

"Gandalf!" she didn't hide her relief.

"Hello, Wanda," the wizard fondly said.

The Sokovian walked into Gandalf's warm and comforting embrace. To Wanda, it was like being held by her grandfather again. She also felt compelled to give Gandalf a contrite look afterwards.

"I'm sorry, Gandalf," Wanda confessed.

"What for, my dear?" he was unsure.

"For everything's that happened since you left us," the Scarlet Witch felt she failed his trust.

Gandalf smiled in compassion. "You've looked after the Company better than I could've ever hoped to."

"No," Wanda rejected absolution. "Bilbo – "

"Is here safe," Gandalf guessed what was troubling her. "We'll take you to him."

The Scarlet Witch sensed a trace of Gandalf's thoughts. Apparently, there was someone else she'd be happy to see. Wanda chose not to spoil the surprise though. She happily held hands with Bard as the three of them walked to Thranduil's pavilion. Wanda's anticipation at seeing Bilbo was abruptly cut short.

"That's far enough," Thranduil told them to halt.

The Elf-king stood behind a line of his infantry blocking entry into his pavilion. Accepting the Scarlet Witch wasn't a threat didn't necessarily mean a change of attitude.

"I meant what I said, Collgwend," Thranduil imperiously told her. "Do not expect to find welcome here again."

The King of the Woodland Realm succeeded where Alfrid failed a few days ago. Thranduil's action spurred Girion's heir to finally claim his heritage.

"As Lord of Dale, _I_ decide who's welcome here!" Bard angrily told him. "Wanda is a hero to my people. Bar her from your own realm, milord. But by the right of kings, no Elf shall block her path in mine!"

Outside the confines of his palace, Thranduil's thoughts were unmasked to the Scarlet Witch. Beneath his impervious façade, the Elf-king had been completely caught off-guard. Thranduil expected visitors to his realm show complete respect for his authority. Now Bard was making the same demand of him. Failure to do so would cast Thranduil's grudge against Wanda as rank hypocrisy. For once, the great king's only choice was to back down.

"Let them pass," a tight-lipped Thranduil ordered.

The Elf-king turned back into his pavilion as his guards stepped aside. Wanda simply gave Bard's hand a proud squeeze. Nor was she the only one who felt the same. Gandalf looked around at the faces of the Men of the Lake. Bard's declaration had locked in their loyalty. Ultron or not, they would follow their lord to whatever end.

Bilbo stood waiting inside the pavilion. He more than understood why Wanda didn't greet him first.

" _Vision!_ " she ecstatically recognised the android.

All excepted Thranduil smiled as Wanda rushed up and embraced her fellow Avenger. Initially unsure how to react, Vision tentatively gave his first hug in response. Wanda's joy evaporated after picking up his thoughts.

"No," she groaned.

* * *

Wanda sat on a chair as she was brought up to speed. Gandalf described all that had happened to him since leaving the Company at Mirkwood. This included encountering Sauron and Thrain at Dol Guldur.

Vision informed her about events on Earth. The first thing she learnt was the vortex's effect on time. What had been nearly six months for her was but six days on Earth. The Avengers and the Sokovian Government had worked together around the clock since her 'disappearance'. Stark, Vision, and FRIDAY took three days to finally understand how Ultron's portal worked. Their research discovered not only where Wanda had been sent but also who had gone before her. Vision was quickly dispatched to save both Wanda and the timeline of Middle-earth.

The Scarlet Witch simply noted most of the briefing. Not even the Arkenstone and Bilbo's reason for bringing it here grabbed her attention. All Wanda could think of was her worst fears about the Lieutenant having been confirmed. Ultron would be arriving tomorrow with a large army at his call. The Battle of Sokovia demonstrated that Vision and the Scarlet Witch couldn't defeat him by themselves.

"Why haven't the others come?" Wanda referred to the other Avengers.

"Ultron ran out of time to finish his portal," Vision replied. "Currently, it can only be used by individuals imbued by the Mind Stone."

"Is that why I set it off by accident?" Wanda connected events.

Vision nodded before revealing, "I'm able to open the portal one more time. I'm sorry, Wanda. But Captain Rogers has ordered Ultron be dealt with before we can return."

The Sokovian wouldn't have it any other way. Nor did she underestimate the task Captain America had given her.

"It took all the Avengers to stop him before," Wanda stated in relation to Ultron. "He could've already made other versions of himself."

It was as a prisoner that Gandalf taunted Ultron's claims to freedom. In a twisted sense, Sauron's spell had imprisoned his Lieutenant as well. Ultron had no means of survival outside his armour. And it was highly unlikely the Enemy's magic would allow otherwise.

"As far as we know, his consciousness has no means of escape," Gandalf first gave Wanda the good news. "Unfortunately, Ultron's made up for it by becoming a very powerful sorcerer. It's doubtful even Lady Galadriel could now withstand him. And I daresay Ultron wouldn't be headed here without believing he could match you, Wanda." The Wizard paused before concluding, "For all that, we still have one advantage."

All but one held their breath to hear what it was. It proved to be something of a bittersweet disappointment.

"Ultron doesn't know Vision is here," Gandalf stated. "And it's vital we keep it that way as long as possible."

"How long, Mithrandir?" Thranduil queried.

Being pulled down a peg hadn't blunted the King of the Woodland Realm's intuition. He suspected Gandalf meant Vision was to be kept hidden even after the fighting started. The said Avenger confirmed those suspicions as he provided the reason.

"At Dol Guldur, I found where Ultron conducted his research," Vision began. "He destroyed most of it before leaving."

"Why would he do that?" Bilbo blurted out.

Bilbo was no longer the same hobbit who left the Shire. He still retained something of an innocent curiosity though. That included when trying to make sense of dark lords and their behaviour.

"So that Sauron didn't find out all he was up to," Gandalf answered they were all paranoid.

"But I believe I discovered his final solution for the Free Peoples," Vision resumed his narrative.

Wanda hadn't used the euphemism since coming to Middle-earth.

"By that you mean how he plans to exterminate us?" Bard checked its meaning.

Vision nodded. "I'm the only one who can stop it. If Ultron discovers I'm here, he'll simply retreat and deploy it elsewhere." The android told Thranduil, "Most likely your kingdom, milord."

For the first time in centuries, Thranduil looked visibly alarmed. Narzug boasted the walls of the Elf-king's palace couldn't keep out what Ultron had ultimately designed. The King of the Woodland Realm's mood quickly changed upon realising the implications of Gandalf's 'advantage'. Hundreds of Silvan warriors would die tomorrow as effectively little more than bait.

"Meaning Ultron must be forced to use it here," Thranduil surmised, his tone laced with displeasure. "Only then will Vision enter the battle."

"It's not enough just to defeat Ultron," Gandalf implied there was no other way. "We have to destroy him and all his works. The very future of Middle-earth depends on it."

Only Vision knew the full subtext behind the last remark. A critical but unanswered question about Ultron prevented the Scarlet Witch from sensing even a hint of it.

"So," Wanda began asking, "what's his swift and terrible sword this time?"

* * *

Debate in the pavilion finished a short while later. Wanda went with Bard afterwards to spend a few minutes with his children. Vision stood alone outside looking at the Lonely Mountain. It was the same spot he, Gandalf, Thranduil, and Bard looked at it earlier in the day. Just behind the android was the throne of the Lord of Dale. The throne might be broken but, due to this evening's events, could no longer be considered unoccupied. Bard would need to show the same lordly resolve a few hours from now.

It was critical the situation involving the Company be resolved before the battle started. To that end, those in Thranduil's pavilion agreed to play a bluff at dawn. Like all who knew about it, Vision couldn't be sure of the outcome. It exemplified his greatest hindrance come tomorrow.

None of the Avengers fought in the Battle of the Five Armies. The only written account about it they were aware of was a book in the possession of Samwise Gamgee. At this point of Middle-earth's history, that book was still decades away from being written. The only other knowledge the Avengers had about the battle came from anecdotes told during their adventures in Middle-earth. Vision's knowledge was limited to those anecdotes recorded by JARVIS. The force arriving from the Iron Hills was one example. Precise and accurate information about army numbers, tactics and casualties though was non-existent. Even then, Ultron's very presence cast a great deal of uncertainty about those events unfolding in the first place. The potential paradoxes were too many for even Vision to comprehend. A key one walked and stood beside him.

"Alright if I join you, Vision?" Bilbo asked.

The Hobbit was having a quick smoke. Bilbo hoped Wanda's fellow Avenger might be able to answer something that was troubling him.

"By all means, Master Baggins," Vision replied.

"Bilbo," the Hobbit said what to call him. "Any friend of Wanda's is a friend of mine."

Gandalf told the android about the close bond the pair had built between them.

"And on behalf of the Avengers," Vision acknowledged, "I thank you for being such a good friend to Wanda."

"It wasn't that hard really," Bilbo felt he could've done no less. "Everyone likes Wanda. Well, obviously except…" He cleared his throat before broaching what he had come to talk about. "Will, um, Ultron have any of those spiders with him?"

Vision described how the automaton planned to carry out genocide. Like at Novi Grad though, Bilbo assumed Ultron would throw other forces at the Free Peoples before launching it.

"Possibly," Vision didn't know otherwise about the spiders. "Nor can it be ruled out he's developed a similar formula for other creatures."

The Hobbit took a deep whiff of pipe-weed as he imagined being confronted by super-sized orcs and trolls.

"I just hope things get sorted with Thorin before we find out," was all Bilbo could say.

"Bringing the Arkenstone here was the right thing," Vision assured him. "And Wanda will protect you whatever happens."

Bilbo didn't want to put the Scarlet Witch in that position.

"I'll say one thing," he segued to a different but relevant act of theft. "I'm glad I wasn't contracted to steal your cradle."

"You underestimate yourself, Bilbo," Vision sincerely disagreed. "I think you still would've tried."

Bilbo emphatically shook his head. "Ultron terrifies me."

Vision made his first attempt at providing the perspective Galadriel said he could.

"I'm sure you've been terrified many times on this quest," Vision began describing one of Bilbo's unique gifts. "But it never stopped you. You kept going even though you were afraid, and that is true courage."

Bilbo gave a proud smirk before answering in inimitable style.

"I'd still like walk through walls like you can," the burglar wryly thanked him.

For the first time in his existence, Vision smiled at another person's joke.

* * *

The Scarlet Witch soon returned to Thranduil's pavilion where Bilbo was waiting for her. She took the Hobbit's hand before leading him just outside. Wanda estimated she could reach the mountain a few minutes before Bombur's watch ended. Gandalf stood under the flap of the pavilion in farewell. The wizard was secretly concerned about the pair re-joining the dwarves.

"You don't have to go back," Gandalf tried dissuading them. "I dread to think what will happen if Thorin finds out what you've done."

"He's not that mad," the Scarlet Witch referred to her power.

Gandalf arched a troubled eyebrow. "It's not just his reaction I'm worried about."

"We have to go back," Bilbo intervened. "Otherwise, Thorin will know something's up."

"Be that as it may, Bilbo," Gandalf warned, "you'd be much safer remaining with us."

"Trust me, Gandalf," Wanda said with heavy understatement. "Nowhere is safe from Ultron."

Wanda and Bilbo promptly flew towards Erebor. Gandalf gave a sigh of resignation just before Vision stood alongside him. Both watched Wanda's energy trail while resuming an earlier and private conversation.

"Who else besides Galadriel knows of your plan?" Gandalf asked.

The android knew he was referring to this side of the vortex.

"Just the Valar," Vision said plainly. "They were going to appeal to the Iluvatar."

Only the greatest discipline prevented Gandalf's head snapping towards the android in shock. The last such appeal resulted in the destruction of Numenor. How did Vision first contact Arda's powers-that-be? Gandalf sensed there were some details the android was keeping to himself. It was something the Wizard often did himself to help with the flow of events. Not being a hypocrite, Gandalf chose not to pursue the subject further.

"Wanda will be heartbroken," he sadly forecast instead.

Vision gave a pointed reminder. "We must first destroy Ultron."

* * *

 **Bolg's chant is a rough approximation of "All hail the master!" in Black Speech.**

 **Bombur's scene with Wanda is another nod to the original work. And nor was I expressing an opinion about the Arkenstone being one of the Silmarils.**

 **The Red Book of Westmarch wasn't copied until long after Sam left for the Undying Lands. Cap, Thor, Bruce were too busy catching up with friends to find out about the copy in New Bag End.**

 **I certainly don't consider our favourite android naïve. Thranduil's manipulation is based on Vision's remark about being born yesterday. Being able to precisely quote** _ **The Prince**_ **doesn't make you Machiavellian (or spot someone who is).**

 **The 'true courage' quote comes from the** _ **BOTFA**_ **Visual Companion. I'm sure Balin wouldn't mind Bilbo hearing it from Vision instead of him.**

 **And the impending battle will be spread across more than one chapter.**


	26. This is the End

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

25/05/2017

A second Thorin appears on stage this chapter. To avoid confusion, the name will only be used for the one in the Company.

 **Steve993:** I doubt even JW could have better described Ultron-199999's psyche.

 **Dragon Man 180** : In that case, Junior would have to give credit to Frank Herbert.

 **Nari Serpens:** Tolkien's writings often included a theme common across culture and time. Namely, the romances that most resonate are usually also the most tragic.

* * *

 **Chapter 26 – This is the End**

Erebor and its surrounds woke to a frosty dawn. A cloudless sky greeted the sun as it rose over the horizon. The chill in the air only worsened the nerves of many in the vicinity. It was more than just pre-battle anxiety. So much was at stake this day. And yet, so much remained uncertain given the variables involved. The first variable was moments from being determined.

The small band defending the Lonely Mountain were assembled on the platform atop the Gates of Erebor. Thorin stood front and centre wearing the crown of the King under the Mountain. His fellow dwarves had their battle gear from the armoury. By contrast, the tallest and shortest defenders were both lighter armed. Wanda and Bilbo wore their respective pieces of armour, the latter with Sting in its sheath. Only one Dwarf knew about their short absence from the night before. The Scarlet Witch peered into his mind from just a few feet away. Bombur was willing to take the secret to his grave. Wanda could only hope such sacrifice wouldn't be required. Bombur's illusory death in Mirkwood had been painful enough.

The allied forces facing the Company were arrayed between the two mountain spurs in the valley below. The Wood-elves formed a large and compact formation around the Men of the Lake in the centre. It was the result of the Lake-town militia being largely comprised of civilians. Conventional military thinking dictated never placing such a unit on the flanks. But as Wanda intimated to Gandalf, the Free Peoples were going to be exposed this battle no matter what formation they took.

There was still no sign of Ultron nor his army. Wanda probed the minds of the front rank of Elves. Thranduil's scouts reported no sign of the automaton before the allies moved out from Dale. Wanda still didn't take any comfort in this. Ultron initially caught the Avengers off-guard at the Battle of Sokovia. Wanda didn't doubt her arch-nemesis would again have plenty of tricks up his sleeve. Some of Ultron's tricks would certainly be meant for the Scarlet Witch personally…

Wanda's attention came back to the present as the Elves efficiently parted ranks. Thranduil and Bard rode their respective mounts through the gap created. The allied leaders made their way to the front as they approached the broken bridge. Wanda and Bard discreetly shared a reassuring smile. Their hopes for an amicable resolution between the Free Peoples were promptly dashed. A bow-armed Thorin let fly as the allied leaders stepped on their half of the bridge. They immediately halted as the arrow ricocheted inches from the hooves of Thranduil's elk.

"I'll put the next one between your eyes!" Thorin told them it was a warning shot.

His fellow dwarves shouted and raised their weapons in support of their king. The Scarlet Witch sensed Thranduil was going to show two could play at that game. A slight finger raise from their king saw hundreds of Wood-elves ready their bows in the blink of an eye. Nearly all the Company instinctively ducked as Wanda cast a hex shield over them for protection. The shield saw them cautiously resume standing. Thorin hadn't moved an inch throughout. The Dwarf King's bow was firmly pointed at his Elven counterpart. Wanda's display of power convinced the Company's leader he had nothing to fear.

"Go ahead," Thorin taunted the Elves to fire. "See how many get through!"

Thranduil signalled his archers to lower their bows as Wanda dropped her shield in return. The dwarves chuckled with satisfaction that the Elf-king had blinked first. Not to mention having another reason to be proud of their witch.

"He's frightened of you, lass," Gloin spoke for all of them.

Wanda gave the compliment an awkward smile. For one, being a telepath meant she knew Thranduil was certainly not frightened of her. She also knew his apparent back down signalled the start of the agreed bluff.

"We've come to tell you," Thranduil confidently proclaimed, "payment of your debt has been offered...and accepted."

The announcement swung Thorin's mood instantly. His confident gaze vanished as his eyes flickered with uncertainty. Thranduil took no small pleasure in his reaction. The Dwarf King's dragon-sickness was now plain for all to see.

"What payment?" Thorin responded with hostile suspicion. "I gave you nothing! You have nothing!"

Bard reached into the robe he wore over his armour. He pulled out the Arkenstone before holding it high for all to see.

"We have this," Bard calmly replied.

The sight of it caused Thorin to lower his bow in dismay. Wanda picked up the thoughts of his followers. None of them believed Bard had anything but the genuine item. Their reaction was a mixture of confusion and anger.

"They have the Arkenstone?" Kili loudly exemplified it. "Thieves! How came you by the heirloom of our house? That stone belongs to the king!"

"And the king may have it - with our good will," Bard replied magnanimous.

He casually tossed and caught the stone before putting back into his robe. Bard looked directly at Thorin as his voice hardened.

"But first he must honour his word," the Lord of Dale dictated the condition of the Arkenstone's return.

In his current state of mind, Thorin would treat news of Ultron as a ruse. The allies, however, could easily verify possession of the Arkenstone. The stone simply wasn't being used as leverage for a share of the treasure. Settling matters would allow negotiations with the force from the Iron Hills to proceed without distraction. With luck, all three armies would agree to fight together prior to Ultron's arrival. Those in pavilion had made a critical miscalculation though.

"I won't be mocked by this impertinent bargeman," Thorin was already beyond the point of reason. "Strike him down, witch!"

All but one were stunned to hear this. The Scarlet Witch darkly glared at Thorin.

"What did you say?" she dared the Dwarf King to repeat his command.

Fili scrambled a compromise as the Company teetered on the precipice.

"You don't have to kill him, Wanda!" he frantically said about Bard. "Just take the stone!"

"I will take _nothing_ from him," Wanda strongly hinted her power wasn't theirs to command.

The dwarves were more shaken by this than Thorin's madness. Until now, Wanda had never tried intimidating them. They couldn't believe it was simply due to her feelings for Bard.

"Why not?" Kili warily sought the reason.

"Because I gave it to them," Bilbo revealed about the Arkenstone.

The Hobbit saw Wanda blink before staring at him like the rest of the Company. Bilbo's intervention wasn't just about taking responsibility for his actions. The Scarlet Witch hadn't fully been herself ever since returning to the mountain. She had increasingly displayed a desire to dominate and control things. Bilbo had no doubt a curse lay on the mountain. That curse had already stolen Thorin's honour. The Hobbit wouldn't allow it also steal Wanda's kindness.

"I took it as my fourteenth share," Bilbo told the shocked dwarves.

The Dwarf King felt he'd been betrayed by everyone.

"You would steal from me?" Thorin seethed at the one Company member he thought he could trust.

"Steal from you?" the respectable hobbit in Bilbo disagreed. "No, no. I may be a burglar, but I like to think I'm an honest one. I'm willing to let it stand against my claim."

"Against your claim?" Thorin derided the suggestion. "Your claim. You have no claim over me, you miserable rat!"

The Dwarf King angrily threw down his bow. Bilbo and the dwarves flinched in response. It also saw Wanda slip back into a twisted sense of protectiveness. Her hands clenched into fists as red energy began seeping from both palms. The Hobbit would have been alarmed by this development if he had been aware of it.

"I was going to give it to you," Bilbo sadly recalled discussing Beorn's acorn. "Many times I wanted to, but..."

"But what, thief?!" Thorin sneered having lost all concept of friendship.

"You are changed, Thorin!" Bilbo voiced the thoughts of the whole Company. "The dwarf I met in Bag End would never have gone back on his word! Would never have doubted the loyalty of his kin! And would've never told Wanda to murder!"

The fires of dragon-sickness roared throughout Thorin's very being.

"I'll show you murder." Thorin growled before ordering his followers, "Throw him from the rampart!"

None of the dwarves complied. All of them had grown to be very fond of Bilbo. Even those dwarves that second thoughts about searching for him in Goblin-town would do so now without hesitation. Thorin's order was like being told to execute one of their kin in cold-blood.

"Did you not hear me?!" the Dwarf King frothed at their disobedience.

Some dwarves now pondered what had been the unthinkable just a few moments ago. Wanda was right. Thorin had to be taken into custody for the good of everyone including himself. They quickly learnt that was no longer an option.

"I'll do it myself!" Thorin snapped.

He went to lunge for the Hobbit. A blinding red flash momentarily averted the eyes of several on the platform. The Scarlet Witch's telekinetic burst had sent Thorin sprawling on his back.

"I will kill you if you touch him," Wanda ominously intoned.

Bilbo inwardly despaired. He didn't want the Sokovian to murder even to save his life. There was no time to prevent it as the King under the Mountain gripped his sword.

" _Not if I kill you first!_ " Thorin exploded in response.

Wanda made to release an energy bolt as Thorin sprang back on his feet.

"STAY THIS MADNESS!" Gandalf's magically-enhanced voice thundered for all to hear.

Thorin stopped mid-swing as Wanda shook out of her wrathful daze. Both watched as Gandalf made his way to the front. He initially hid himself among the Lake-town militia, hoping the Free Peoples could resolve things themselves. The wizard privately chided himself for not being there at the start. Like he feared, the evil within the mountain had gone all out to provoke the Scarlet Witch. Both she and Bilbo needed to be extricated from it.

"Allow Bilbo and Wanda to leave at once," Gandalf demanded of Thorin. "Before we all go to our deaths!"

The pair in question didn't argue. Wanda tightly held Bilbo before descending with him next to the allied embassy. The dwarves were too confused to react. Gandalf's return and warning had left them reeling.

"What does he mean about all going to our deaths?" Ori quietly asked Dori.

His brother could only shrug in ignorance. Wanting to know the answer couldn't be furthest from the mind of their king.

"Curse you!" Thorin spat at Gandalf. "Curse you for ever forcing them upon this Company!"

The Grey Wizard understood the effects of dragon-sickness. However, Thorin's pride had strongly amplified it.

"You're not making a very splendid figure as King under the Mountain, are you?" Gandalf reproached him. "Thorin, son of Thrain."

The said individual cast out the three non-dwarves from his Company.

"Never again will I have dealings with wizards!" Thorin furiously vowed. "Or Shire-rats! And what good is the Scarlet Witch to me and my kin? She couldn't even save her own!"

Hurt and saddened, Wanda's lip briefly quivered. The man she had fallen in love with was predictably enraged.

"Wanda's the only reason we're alive having this conversation!" Bard castigated the one who had insulted her.

The King of the Woodland Realm pounced upon hearing this.

"Like you, Lord Bard, it's a conversation I've grown weary of," Thranduil prodded to force the issue.

In his wrath, the Bowman was more than happy to oblige.

"Give us your answer!" Bard told Thorin this was his last chance. "Will you have peace or war?"

It was then a large raven landed on the ramparts facing Thorin. It was the very raven the Dwarf King dispatched over four days ago. The bird briefly warbled its message before flying off again. Thorin gazed defiantly towards the eastern spur of the valley.

"I will have war!" he declared.

The first of the converging armies had arrived.

* * *

There was a loud rumbling as the force from the Iron Hills appeared atop the eastern spur. Some four thousand dwarven warriors relentlessly made their way downslope towards the allied forces. They had been marching non-stop to Erebor since receiving Thorin's call for aid. The dwarves in the Company cheered their arrival. Their kin from the Iron Hills had initially declined to support the quest. But when it came to the crunch, Durin's Folk always stuck together.

The warriors from the Iron Hills reflected the geology of their home. All wore plate armour and carried steel-forged weapons for close quarters. The bulk were heavy infantry further equipped with a long spear and broad shield, allowing them to fight in their favoured phalanx formation. Riding alongside them were five-hundred heavy cavalry. The types of animals in Middle-earth used for transport never ceased to amaze Wanda. In this case, lance-armed dwarves astride armoured mountain goats the size of ponies.

" _Ribo i thangail!_ " Thranduil ordered his soldiers to form up against the newcomers.

The Silvan instantly formed a shield wall as their king moved himself to the right flank. Wanda and Bilbo followed Gandalf towards it also. The Iron Hills army halted midway down the slope. Its leader rode forwards to parley with the besiegers.

"Who is that?" Bilbo enquired about the lone dwarf. "He doesn't look very happy."

"Dain Ironfoot," Gandalf spoke his name, "Lord of the Iron Hills. Thorin's cousin."

"Are they alike?" Bilbo tentatively asked.

The wizard raised an enigmatic eyebrow. "I always found Thorin the more reasonable of the two."

Wanda had to look twice as Dain drew near. She imagined Stark describing the Dwarf-lord's mount.

" _Looks like Porky's been drinking out your bottle, Cap."_

Dain rode his larger than normal-sized pig onto a rocky overlook. He raised his war hammer in salute at his cheering kin. Gandalf's description of him quickly made sense to Bilbo. The Lord of the Iron Hills was coarse, blunt, and uncompromising even by dwarven standards.

"Good morning!" he sarcastically greeted the assembled Elves and Men. "How are we all? I have a wee proposition, if you wouldn't mind giving me a few moments of your time. Would you consider..." Dain paused before furiously demanding, "Just sodding off! All of you – right now!"

The Lake-town militia nervously shuffled back a pace. It illustrated why they were positioned in the centre. Without their leader, most would have fled at Dain's threat.

"Stand fast!" Bard steadied his people.

The Grey Wizard stepped up his role as mediator between the Free Peoples.

"Come now, Lord Dain!" Gandalf sought his attention.

The wizard stepped out from the Silvan ranks before giving Dain a deferential bow.

"Gandalf the Grey," Dain acknowledged with considerable sufferance. "Tell this rabble to leave, or I'll water the ground with their blood!"

Using the Arkenstone to make Thorin back down had spectacularly failed. Gandalf only hoped Dain could be persuaded with the truth instead.

"Dwarves, Men and Elves must unite!" Gandalf almost pleaded. "You all stand on the brink of annihilation. A terrible foe is headed this way named Ul – "

"I will never stand alongside any Elf!" Dain believed the dwarves' worst enemy stood just yards away. He pointed his hammer at the King of the Woodland Realm. "Not least this faithless woodland sprite! He wishes nothing but ill upon my people!"

Thranduil responded with a contemptuous smirk. Wanda and Bilbo stood close by near Gandalf. The former's telepathy confirmed Dain's assessment of the Elf-king wasn't that far off the mark.

"If he chooses to stand between me and my kin – I'll split his pretty head open!" the Lord of the Iron Hills delivered his ultimatum. "See if he's still smirking then!"

Thorin and his followers cheered and laughed with approval. Their response finally killed off any chance of unity between the Free Peoples. It reinforced Thranduil's opinion no dwarf was worthy of respect. As far as he was concerned, Ultron could exterminate the lot of them.

"He's clearly mad, like his cousin," Thranduil haughtily dismissed his threat.

"You hear that, lads?!" Dain loudly accepted the challenge on his army's behalf. He rode back towards them while exhorting, "Come on! Let's give these bastards a good hammering!"

Dain's second-in-command was his son, Thorin Stonehelm. Named after his famous cousin, Stonehelm was a skilled warrior and capable leader in his own right. He'd never fought alongside Thorin before. Stonehelm was determined to show Thorin he was worthy of the same name. The dwarven infantry instantly obeyed Stonehelm's loud command to form a phalanx.

Wanda was about to ask Gandalf what she should do. It was then her telepathy sensed something to the south-east. Thoughts were coming from the base of the eastern spur. Wanda initially wondered if Radagast had come. The thoughts she sensed were like Slim's but bigger. Much bigger.

" _Look!_ " she cried in alarm.

All looked where she was pointing as the earth groaned and shook. A violent eruption of dirt and rock then occurred at several points along the base. These eruptions were anything but natural.

"Were-worms!" Gandalf gasped.

Five creatures resembling colossal rainworms burst through the surface. Hundreds of feet in length, their rock-like skin and massive jaws allowed them to bore through the thickest earth. Sauron had conscripted them to prevent the Free Peoples from sighting Dol Guldur's legions until it was too late (Ultron was frustrated at not finding the spell Malekith used control evil beasts). The were-worms promptly disappeared back underground with their task completed. A loud horn from the west told the Free Peoples other enemies had slipped by them unnoticed.

Ultron, Azog and their retinue reached their objective under the cover of night. They waited until the were-worms before revealing themselves atop the summit of Ravenhill. Its height and location made it the perfection location for their command post. Ultron's first action was placing a pair of objects resembling five-foot tall lanterns on the ground next to him. The automaton activated his signalling system with a mental command. A series of coloured lights flashed in each lantern. At this, the first of twenty-five thousand orcs came pouring out of the tunnels created by the were-worms. Before she could react to this new threat, the Scarlet Witch was instantly reminded of an old one.

"THEY'RE DOOMED, WANDA!" Ultron's voice boomed throughout the surrounds.

Apart from the Avengers, only Gandalf had heard it before. The rest of the Free Peoples were more than frightened by it. Tilda and Sigrid reacted by holding each tighter. Wood-elves uncharacteristically exchanged anxious glances. Even the redoubtable Dwalin swallowed a nervous lump. Breaking the Free People's resolve was certainly one Ultron's objectives. The automaton found this as heady a situation as when Novi Grad began ascending.

" _It's inevitable_ ," Ultron kept taunting Wanda for all to hear. " _I will destroy the Free Peoples and personally kill your friends. None will survive. I won't show any mercy."_ His vainglorious pronouncing ended on a personal note. _"You will fail to save them – just like you failed to save Pietro!_ "

Wanda's eyes flashed in anger. She made to launch herself towards Ravenhill. Gandalf instantly grabbed her arm in restraint.

"No, Wanda!" the wizard dissuaded before looking towards Ultron. "It's what he wants."

Gandalf was correct. The automaton wanted to separate the Scarlet Witch from the Free Peoples for both tactical and personal reasons. Wanda took a deep breath to calm herself as she declined to take the bait. From their vantage point, Azog had a transparent dig at his superior.

"You failed to draw her to us," the Pale Orc snidely pointed out.

Ultron was untroubled. "You can thank me later."

The dwarves from the Iron Hills were the first act after Ultron's harrowing introduction.

"The hordes of hell are upon us!" Dain rallied them. "To battle! To battle, sons of Durin!"

He led the Iron Hills's infantry in a sprint downslope to intercept the first enemy wave. The Company's dwarves had been watching from atop the platform. As far as Fili was concerned, Dain's call to arms applied just as much to them.

"I'm going over the wall!" Fili declared his intentions. "Who's coming with me?"

"Aye!" the others resoundingly agreed.

Their enthusiasm also reflected a desire to undo Thorin's expulsion of Gandalf, Bilbo, and Wanda. They were particularly keen to make amends to the Sokovian by taking up arms against her brother's killer. No matter what happened, the Company would fight to the end as one. Its leader had other ideas.

"Stand down," Thorin ordered.

"Are we to do nothing?" Fili couldn't believe it.

"I said stand down!" Thorin snapped before making his way back into the interior.

All his followers could do was look at each other in stunned silence. Even experienced ones like Balin was shocked. No dwarf had ever sat out a battle where kin needed aid. Thorin's dragon-sickness meant they would be remembered as both the first and, most likely, the last. For the dwarves still considered the Scarlet Witch a friend even if their king didn't. All they could do now is wait in shame until Ultron came for them. Before trudging down the stairs with the others, Thorin's eldest nephew gave the Avenger a final look.

 _You were wrong, Wanda_. Fili silently apologised to her. _It was us who didn't deserve you_.

* * *

Dain and his infantry were soon in the valley, south of the Lake-men and Wood-elves. The Dwarf-lord also had ordered his cavalry to move in support. As the dwarven infantry rushed to form a defensive line, their mounted counterparts moved south along the eastern spur. No rider lost balance as their goats nimbly traversed the steep and rocky terrain. Dain planned to break the orc's initial assault upon the infantry's spears. The cavalry would then sweep down and charge into the enemy's flank. The horns of a charging Iron Hills goat could send even the heaviest orc flying. Unfortunately, Dain's tactics didn't reckon on an enemy capable of limitless calculations per second.

"Sic 'em," Ultron ordered a nearby orc.

Orc horns and Ultron's signals summoned a fresh unit from inside the tunnels. Hundreds of howling wargs poured out as they made straight for Dain's cavalry. Initially surprised, the dwarves became the battle's first casualties. Dozens were killed as the wargs leapt at them and their mounts. Goats fell as their attackers' fangs tore into the exposed areas of flesh. Dain's plan was over before it was even tried.

The dwarves fought back as best they could, driving their lances into the wargs in response. However, the cavalry's formation was shattered. The wargs soon gained the ascendancy as they picked off isolated riders in the chaos. At the current rate, the wargs would soon be attacking the rest of the Free Peoples. The Scarlet Witch wouldn't be restrained a second time.

"Stay with Gandalf," she told Bilbo before flying towards the eastern spur.

Neither the Hobbit nor wizard had time to react. Wanda landed on the spur to the wargs' rear. The ones closest to her snarled with unbridled hostility. They hadn't forgotten about the Warg Matron. Like the Avenger hoped, many wargs quickly lost interest in the dwarven cavalry. Wargs surged towards one of their matriarch's killers. Wanda unleashed a barrage of energy bolts in response. Targeted wargs were instantly killed by the orbs of reddish light.

Gandalf initially felt trepidation when the Sokovian joined the fight raging along the spur. He was worried about Wanda 's mental focus given the strain she'd been under the last few hours. Trepidation turned to pride as she cast her magic with a dancer's fluidity and poise. Like she did against the Mirkwood spiders, Wanda surrounded herself with a hex shield before thrusting it outward. Dozens of wargs were ripped apart in the resulting energy wave. Gandalf's attention was suddenly drawn elsewhere.

Thousands of orcs were moments from the dwarven line. Now isolated, Dain and his infantry risked being swamped by the orc's superior numbers. With the Scarlet Witch engaging the wargs, there was only one other possible support.

"The Elves," Bilbo spoke it, "will they not fight?"

"Thranduil!" Gandalf urged him to get off the sidelines. "This is madness!"

The Iron Hills infantry was on the verge of being attacked when the Wood-elves entered the battle. Hundreds of orcs were suddenly killed in a volley of arrows like the one the Company had been threatened with. Thranduil had them fire another before ordering them forwards. They quickly came to grips with the orcs threatening to envelope the dwarves' western flank. Orcs were ruthlessly cut down in a mass twirling of Silvan blades.

As the Wood-elves entered the fray, Stonehelm grabbed the opportunity their arrows had created. His phalanx promptly went on the offensive. Their interlocking shields and pikes carved a path through the disrupted enemy ranks. The rest of the dwarven infantry followed suit, engaging any orcs the phalanx left in its wake. Dain's hammer struck orcs with gusto as he urged his pig onward.

The Scarlet Witch's intervention eased the pressure the goat-riders had been under. They used the unexpected aid to rally and counterattack. Dwarves and goats alike inflicted retribution for their fallen kin. Momentum upon the spur began to shift as the wargs found themselves sandwiched between dwarven lances and Wanda's energy attacks. The Lord of the Iron Hills took a moment from killing orcs to watch the Sokovian. If he had been fully informed about events, Dain would have found himself somewhat agreeing with Thranduil. Namely, Thorin was mad to alienate such a powerful ally. Someone else had previously made the same mistake about Wanda – despite his ongoing failure to recognise it.

"She's improved," Ultron admiringly observed her in action along the spur. "Good, good."

The automaton had wanted to know if Wanda's powers had improved during her stay in Middle-earth. Getting the answer so early in the battle had been worth sacrificing hundreds of wargs. The Scarlet Witch would indeed be a worthy second to Ultron. Ignorant of this, the Pale Orc assumed the losses were simply due to poor generalship.

"Good?" Azog disputed the tactical situation. "She's allowed the elves and dwarves to contain our advance!"

Despite Thranduil and Dain's mutual hostility, their forces were practically fighting as two wings of a single force.

"Then send in the trolls," Ultron sighed as if having to point out the obvious.

The crisis upon the spur was lifting as wargs began fleeing in all directions. Wanda's elation was short-lived. Balin told her there were larger and more dangerous trolls than Mountain ones. His observation now took terrifying shape as nearly thirty Guldur Trolls charged out of the tunnels. Even the shortest Guldur troll was at least two foot taller than the trio that attempted to eat the Company. Heavily armoured in thick plates of steel, Guldur trolls could withstand much punishment. Their long maces could scatter several men at a time. Combined with being intelligent fighters, Guldur Trolls were a mortal threat to any opposing army. And it was the one from the Iron Hills that became the latest addition to this list.

Dain's hope of driving the enemy back down their tunnels was instantly dashed as his infantry felt the full weight of the troll's maces. Armoured dwarves were sent flying in all directions as the trolls swept through their dense formations. Other dwarves were hapless as the trolls simply stomped on them. Dain's infantry fell back in the face of the onslaught. Orcs resumed pouring out the tunnels in their thousands.

Realising it was only a matter of time before the trolls attacked his own forces, Thranduil commanded his archers to fire. The troll's armour proved its worth as the Silvan's arrows failed to penetrate. Only two trolls fell despite the hundreds of arrows that had been fired at them. The troll's impact had been so sudden there wasn't time to release a second volley. The dwarves' retreat allowed the orcs to drive a wedge between them and the Wood-elves. Like his warriors, a still-mounted Thranduil was soon in the thick of fierce melee combat.

The Lake-town militia hadn't moved since the commencement of fighting. If they weren't initially frightened by their first battle, the trolls ensured they certainly were now. The non-humans among them were afraid for different reasons.

"Wanda was right about no safe places," Bilbo quietly mentioned to Gandalf.

The words gave the wizard pause.

"No safe places…" Gandalf whispered to himself.

Further downfield, thousands of orcs seemed to be forming up. It was unlikely they were being held in reserve given they were forming up away from the fighting. Ultron's self-defined mission gave a big clue about their objective.

"Ultron's going to attack the city," Gandalf realised aloud.

Bard's eyes widened – his children would be among those killed.

"All of you, fall back to Dale!" Bard frantically ordered the militia. "Now!"

Wanda had just finished mopping up the wargs with what remained of the Iron Hills cavalry. Looking at the valley, she saw a mounted Bard leading Gandalf, Bilbo, and the Lake-men in a desperately race towards Dale. Closer to her, orcs and trolls continued inflicting havoc on Dain and Thranduil's forces. The Sokovian didn't hesitate about where to lend aid. She vaulted away from the spur with a powerful thrust of telekinetic energy. The Scarlet Witch soared over the battle swirling below her feet. She landed alongside Gandalf and Bilbo just as the second front in the battle was open.

"Our forces are in position, Lord Ultron," Azog hinted he give the order to attack the city.

The automaton briefly closed his eyes.

"My lord?" the Pale Orc was puzzled.

"Go ahead," Ultron said after opening them. "I was just activating the drones."

Ultron's drones emerged from the tunnels as the forces assaulting Dale began to march. Those rushing to the city's aid couldn't help but stop and look at his invention in awed terror. Half a dozen machines formed a precise line atop a ridge facing the city. Standing fourteen-feet tall, each drone resembled a wading bird with a bulbous head and long bill. The head rested on a swivelling platform atop a large pair of mechanical legs. Ultron could cast magical blasts like the one Gandalf used in Goblin-town. The automaton had used the science behind them to develop Middle-earth's first railguns.

The drones' cannons first gave an unnerving hum. Each then fired one of the spheres Ultron had enchanted at Dol Guldur. Dale's ruined defences stood no chance against the simultaneous barrage of high-speed projectiles. The north-east section of the city's wall instantly collapsed in an explosion of sorcerous energy. Those in Dale screamed in fear at the sound. Azog had used an earlier prototype sphere against the Company in the Misty Mountains. He was almost unsettled by the final product as the Lake-men. The drones' inventor said his machines would make catapults obsolete. The Defiler was no longer a sceptic.

"Most effective, my lord," the Pale Orc warily saluted his superior's creation.

"Wait 'til you see them at close quarters," Ultron teased about their capabilities.

Four of the drones lumbered behind the orcs rushing towards the breach. They released another volley that destroyed nearby towers containing militia archers. Meanwhile, the remaining drones turned and moved slightly west. Both halted close alongside one another. The Scarlet Witch quickly realised who one of them was targeting. Bard's group flinched away as a sphere exploded upon the hex shield Wanda had cast over them. The Sokovian sent Gandalf a telepathic warning.

"To the city!" Gandalf told the others to keep moving. "This way!"

Wanda had told the wizard she wasn't sure about her shield holding out indefinitely. She willed a gap to open in the shield after it absorbed a fresh detonation. Bard, Gandalf, and Bilbo led the others through the gap into Dale. Wanda only lamented she hadn't been able to similarly protect to the second drone's target. Ultron's style of warfare had caught Thranduil completely unawares. Scores of his warriors were killed and injured each time a sphere exploded above their ranks. For the first time in centuries, Silvan discipline threatened to crack. It also led to their king's first pangs of guilt over his hostility towards the Scarlet Witch.

The Scarlet Witch stumbled back as a third sphere caused her shield collapse. Rather than raise a new one, the Avenger decided to play a dangerous game of catch. Ultron silently willed the drone firing on Wanda to instead target the bridge into Dale. The sphere it fired would cut off the city to the elves and dwarves. Wanda instantly used her telekinesis. Streams of red energy slowed down the projectile until it was hovering just above the bridge. Wanda manipulated her resisting energies like a slingshot. The sphere was flung back in the direction it came. It detonated between the pair of drones destroying them instantly.

Wanda looked in Thranduil's direction. Despite the distance, she saw the Elf-king's nod of acknowledgement towards her. The Sokovian returned the gesture before flying into Dale.

* * *

Townsfolk fled in panic as the enemy stormed into Dale. That enemy included some ninety Ogres. Nine to ten-feet tall, ogres were bald humanoids equipped with nothing besides their loin cloths and spiked clubs. They were also fearsome shock troops in confined spaces. A small band of militia now attempted to bring down a more terrifying foe.

One of Ultron's drones marched close to a ruined building. The band of soldiers and civilians within waited until the last possible moment. They rushed out of hiding and ran directly under the drone, assuming it a blind spot in terms of line of sight. The militia valiantly tried cutting through its legs with their weapons. Being safe from the drone's cannon wasn't the same as being safe from the drone itself though. A nozzle located under the head's platform sprayed a green mist on the militia from above. They were all killed within moments of inhaling it. Witnessing this, the Pale Orc now understood an earlier question.

"That's why you asked about the venom," Azog referred to the one put to Bolg.

"Giant spiders," Ultron proudly shared his discovery, "the most valuable resource in all Middle-earth."

Ultron looked down on the battle raging in the valley below. The automaton liked the symmetry. He was so far above Middle-earth's denizens in both knowledge and power. That now included the Lord of Mordor.

"Sauron didn't know the answer was right under his nose," Ultron allowed himself to boast.

Azog had been trying to understand how giant spiders could possibly be worth more than gold or mithril. Had the automaton let slip it was somehow connected to whatever he was keeping secret? Or was his boast referring to something else entirely?

"What answer?" Azog tried finding out.

Ultron's answer was both stock and enigmatic: "Peace in our time."

* * *

 **This chapter had no reference to War Beasts of any kind. It continues a theme in my other crossovers. Middle-earth forces and tactics are often based on those in the film rather than exactly copied. I also can't speak highly enough of the Weta Workshop publication –** _ **The Hobbit: The Art of War: The Battle of the Five Armies: Chronicles**_ **(finally managed to slip in a Sun Tzu reference).**

 **The fighting along the spur was about getting Wanda straight into action by giving wargs a more prominent role like in the book. It's a personal preference over the amputated trolls from the film.**

 **Ultron's drones come from a combination of sources including** _ **The War of the Worlds**_ **and _Star Wars_** **. Nor should they be considered the extent of what Ultron has waiting in the tunnels.**

 **Bilbo used this chapter's title under the Party Tree. However, the title is actually a nod to a song by the Doors. Given this is an MCU crossover;** _ **Apocalypse Now**_ **sounded too much like a bad pun.**


	27. Battle of the Six Armies

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

17/06/2017

While on the topic of chapter titles, the one below refers to the five from _BOTFA_ plus Ultron's. I see Wanda and Vision humbly counting themselves among the Free Peoples.

 **Omegashark18:** On reflection, PJ had a tough job making the battle scenes equal those from the first trilogy.

 **piperw142 & chase manaena**: Thanks for your kind reviews.

* * *

 **Chapter 27 – Battle of the Six Armies**

Superior numbers had swung the battle in the valley in favour of Dol Guldur's legions. A massive gulf of enemies stood between the armies of the Woodland Realm and the Iron Hills. Dain's warriors were driven towards the mountain as Thranduil's were forced to pivot west. Such was the momentum enjoyed by the forces of evil, several trolls were signalled to join the battle's second front.

Ultron's drones continued to devastate Dale. Their spheres quickly turned ruins into rubble. Militia and townsfolk frantically avoided the falling masonry that crushed many of their fellows. Heavily armoured Moria Orcs exploited the chaos as they relentlessly pursued the survivors. Any human they caught or found hiding in the ruins was killed on sight. Ultron's tactics were all about driving the Lake-men further into the city where they would be trapped.

Bard's children found themselves swept up in the onslaught. Sigrid and Tilda were among a group of townsfolk under a large archway. The archway was part of what used to be Dale's main marketplace. Having no view of the were-worm tunnels, it made the first drone barrage that more frightening. Several townsfolk feared that Smaug had risen from his watery grave. Bain left to find the cause regardless. His sisters discovered it before he did.

An advancing drone appeared just a short distance away. A group of archers on a nearby rooftop released a futile volley that deflected off the machine. Ultron's creation felled them with a venomous spray before firing its railgun at the outer wall. The dust hadn't even settled as the first lot of trolls stormed into Dale. It coincided with the market being attacked by companies of orcs. Sigrid and Tilda instantly fled up a flight of stairs in panic as other non-combatants fell around them. Bain had been on his way back after seeing a different drone. He found his path blocked by the flow of townsfolk rushing to Dale's upper levels. Bain didn't see either of his sisters in the mass stampede.

"Sigrid! Tilda!" he desperately called out to them.

The children's father had just dismounted. Bard drew his sword as townsfolk ran by him away from the enemy assault. Until now, he thought the city would be the safest spot on the battlefield.

"My children!" the Lord of Dale exclaimed to his fleeing subjects. "Where are my children?!"

"I saw them," a woman said while fleeing. "They were down in the old market."

It was then the Scarlet Witch landed next to Bard. Gandalf and Bilbo rushed up to the pair with the militia from the valley.

"I took care of the two that fired at us," Wanda reported about the drones outside the city.

"Can you destroy the rest of them?" Bard immediately asked about the four inside.

Wanda picked up Bard's thoughts about his children. The Sokovian would need to make quick work of the drones if she was to help find them. She gave a quick nod only to receive an unexpected complication.

"Careful with your energy bolts, Wanda," Gandalf warned.

The others gave him a puzzled look. Gandalf and Captain America had something common. Both were master tacticians who refused to accept collateral damage.

"Each machine is stocked with those spheres," Gandalf imagined Wanda's bolts igniting them. "The blast would kill all in the vicinity – friend and foe alike."

A fresh barrage underlined the wizard's point. Fire broke out at various points in the city. The defender's only fortune was the flames struggled to spread. Smaug's attack sixty years earlier had consumed nearly all combustible material. Percy arrived on scene at the head of militia company.

"Bard," he told his friend. "Orcs are storming over the causeway!"

Driving back Thranduil's army had allowed the invaders to seize control of the bridge into the city. Dale's defences were collapsing even though the battle to control it had just started.

"Get the bowmen to the eastern parapet," Bard ordered a delaying action. "Hold them off for as long as you can!"

"One of those machines are there," Percy advised the order was suicide.

"Let me handle it," Wanda intervened about the drone.

That was good enough for Bard's right-hand man.

"Archers, this way!" Percy commanded they follow him.

The Scarlet Witch swiftly flew ahead of Percy's bowmen. She missed receiving an update on Bard's children.

"The orcs have taken Stone Street!" a man exclaimed while running past their father. "The market's overrun!"

A hotchpotch stream of townsfolk kept rushing past. Bard's only hope was his children would be among them.

"The rest of you, follow me!" the Bowman ordered those around him.

The militia that had accompanied their lord to the mountain now followed him, Gandalf, and Bilbo through the streets of Dale. They rushed to cover the retreat of the fleeing townsfolk. The road saw them enter an open courtyard from the south. The courtyard had two other points of access. One was north through a narrow laneway. The other was a wide street – named 'Park Road' – to the east. A large mass of orcs poured into the courtyard using the latter. Bard fearlessly led his militia to engage them.

Brutal hand-to-hand combat erupted within the narrow confines. It was a battle that favoured the invaders. The militia's undoubtable courage still wasn't enough to compensate for their general lack of armour and training. Particularly against a battle-hardened enemy who had the added advantage of numbers and savagery. In the thick of the fighting, Bard had no time to grieve as friends and neighbours were chopped down around him.

Gandalf and Bilbo's stood alongside each other at the edge of combat. Before entering melee, the wizard first tried stemming the enemy tide. He pointed his staff and released a concentrated blast. The defence was shored as the invisible wave of magic decimated a group of oncoming orcs. Gandalf's companion blinked at the display. Ever since entering Mirkwood, it was easy to forget the Company had another powerful magic-user besides the Scarlet Witch.

"Can you keep doing that?" Bilbo hoped the wizard could.

"I need to save my strength," Gandalf brushed aside the question as the pair rushed into the fray.

The Scarlet Witch was mid-flight when Bard ordered the militia to follow him. Wanda glanced at the battle below. It was eerily like the Avengers' at Novi Grad. Dale's winding streets meant danger lurked at every turn. The dense array of ruins resulted in chaotic fighting with no clear frontline. And just like Novi Grad's citizens, the Men of the Lake couldn't hold back Ultron's attack on their own.

Wanda landed near the eastern parapet. A group of militia were routing up a narrow street towards her. She dispatched the orcs pursuing them with a series of energy bolts. The militia didn't stop. At the opposite end of the street, the drone Percy referred to was poised to open fire. Wanda wrapped the drone's turret in stream of telekinetic energy before ripping it clean off its platform. Both halves of the drone falling harmlessly to the ground. The fleeing militia stopped and cheered its destruction. Their saviour rallied them as Percy and his archers finally reached their objective.

"Go help them," Wanda directed the militia up the eastern parapet.

The Lake-men received their first crack of hope since the battle started. There were more enemies coming down the causeway than Percy's company had arrows. They nonetheless fired with vigour after being told the Scarlet Witch could dispose of Ultron's machines. The Avenger herself immediately took flight. Half the drones were still in on the rampage. Keeping Vision secretly in reserve was major handicap to the Free Peoples despite its necessity. For one, it deprived them of his sophisticated tracking system. Wanda's only choice in relation to the drones was to hunt them down street-by-street.

One drone had assisted the invaders in sweeping Dale's eastern quarter of stragglers. It was now advancing towards the greater battle within the city. Accompanying the machine was a sizeable escort including several trolls. Wanda discreetly landed on a rooftop behind the assault force. Even if she neutralised the drone, the trolls would wreak havoc among the defenders while she searched for the remaining machines. The Sokovian opted to break the spirit of Gandalf's warning.

After using her telepathy to check the coast was clear, the Scarlet Witch gave the drone a powerful telekinetic shove. Orcs ran to avoid being crushed as it toppled forward to the ground. Wanda quickly shifted the fire from a nearby burning building onto the fallen machine. She propelled herself from the vicinity as its turret became engulfed in flames. The drone's remaining stock of spheres ignited within seconds.

 _BOOM!_

Dale was violently rocked by an explosion that echoed throughout the surrounds. Escorting trolls and orcs were instantly killed in the blast. Countless participants from all sides simply shuddered at the sound. Gandalf and Bilbo were among them. The wizard glanced in the blast's direction with a troubled look on his face.

"Wanda hasn't sacrificed anyone before," Bilbo defended her actions and judgement. "She isn't going to start now."

The Grey Wizard's expression remained unchanged.

"I cling to the same hope, my dear hobbit," Gandalf muttered.

* * *

Sigrid and Tilda hadn't stopped running since the attack on the old market. They hoped to reach the upper levels through Dale's back streets and alleyways. Such a detour could quickly turn into a maze for those unfamiliar with the city's layout. Trying to escape a raging battle only worsened the pressure. The sisters were understandably terrified by the sound of the exploding drone. They accidentally took a wrong turn and stumbled out on to one of Dale's main streets.

A desperate group of Lake-men rushed right past them away from the advancing enemy. Ogres had started making their presence felt in the battle. Bard's daughters could only watch as one of them send a soldier flying with its club. That momentary pause ended any chance of escaping unnoticed. Sigrid and Tilda fled for their lives along the street as a pair of orcs gave chase. They veered off towards a steeply rising laneway, screaming as the orcs closed in on them. It was then their brother sprang into action.

Bain had been frantically searching for his sisters in the chaos. He finally spotted them running towards the laneway. Rather than call out, Bain hid behind a withered tree to ambush their pursuers. The lead orc was caught unawares as Bain thrust his sword into it from side-on. It was the first orc he had ever killed. It also threatened to be the last as the other punched him in the chest. A winded Bain fell back against the tree as the orc made to deliver the killer blow. Deliverance came as the orc's blade became caught on an overhanging tree branch. Bain grabbed the opportunity and slashed his sword across its throat.

Sigrid glanced uphill as the orc fell dead. The laneway ran fifty yards straight into an open courtyard. The courtyard was the scene of ferocious combat. Far more important to the reunited siblings was the identity of one of the combatants.

"DA!" Sigrid called out to her father.

"Da!" Tilda pleaded for his protection. "We're down here!"

"Here!" Bain shouted.

Bard looked down the laneway upon hearing the voices of all his children. Relief was short-lived as the ogre his daughters spotted appeared behind them. The monster thought an easy kill was in the offing. The siblings spun around after they heard the ogre snarling. Tilda released a terrified scream as it strode towards them. Bard was anguished with seemingly no way to reach his children in time. That was when the ogre's head disintegrated in a burst of red energy. Tilda's mood swung dramatically as their rescuer landed near the monster's corpse.

"Wanda!" she excitedly greeted her.

The Sokovian moved to stop Tilda from hugging her. The ogre wasn't really what she was trying to protect the children from.

"Go to your father!" Wanda urged them. "Hurry!"

Bard's children fled to him as the two remaining drones entered the street. The drones moved one behind the other as they advanced towards Wanda. She naturally assumed they would target her. Instead, their turrets swung precisely in direction of the courtyard. There wasn't time to tear the drones apart nor the space to safely blow them up. Fortunately, the street's layout offered a solution.

Wanda unleashed a psionic wave below ground. Her desire to save the people she most cared about amplified the wave's power. The drones were about to fire when they were subject to the equivalent of a mini-earthquake. They fell away from each other as the street erupted beneath them. Ruins either side of the street collapsed down on the drones taking them out of the battle. The large pile of rubble also had the upside of blocking the street to the invaders. Wanda now moved to stem the enemy's main line of advance into the courtyard.

The Scarlet Witch dispersed the surrounding dust cloud back on those invaders following in the drones' wake. Orcs and ogres were forced to halt as they chocked on the dust entering their lungs. It was a preview of what the Avenger had in store. For Sigrid and Tilda's thoughts revealed railguns weren't the only weapons Ultron had equipped his machines with. One drone turret was exposed in the rubble. Wanda deftly used her powers of molecular manipulation to slice it open…

Bard's militia had fought bravely since entering the fight. They were nonetheless on the verge of surrendering the courtyard. Countless orcs on Park Road impatiently waited to attack them. Capturing the courtyard would allow Dol Guldur's legions to chase the broken militia all the way to the upper levels. Dreams of glorious slaughter left the orcs as a bright red projectile suddenly shot out of the dust cloud to the north.

After cutting open the turret, Wanda excised its cylindrical tank of spider venom. The tank travelled swiftly as if fired from a catapult. The Scarlet Witch released its contents with a loud and decisive clap. Dozens of orcs were instantly killed as the tank burst directly overhead. Hundreds more followed as the highly concentrated poison rolled like a mist over their congested ranks. Dale's invaders fled for the first time as they ran to avoid the venom intended for their enemies. Having eased the pressure on the courtyard, Wanda now joined the battle for control of it.

A red flash from above from above caught the whole courtyard unawares. Wanda's energy bolt killed a score of orcs. The Scarlet Witch descended into the gap she had created in the invaders' midst. Orcs were thrown into disarray as she unleashed her powers against them. Gandalf seized the opportunity provided by the Avenger.

"Drive them back!" he exhorted the defenders.

Bilbo, Bard, and the other defenders rallied as they fervently went on the counter-attack. Morale soared among the Lake-men as more reinforcements arrive. The enemy tide eventually forced Percy and his archers to leave their post along the eastern parapet. They made for the courtyard through the alleys Sigrid and Tilda had fled through. Percy's group ran up the laneway unhindered thanks to the mass of rubble east of it. Upon entering the courtyard, the militia followed Percy's example and fired in support of the other defenders.

Now it was the orcs who were at the receiving end. All the advantages they held over the militia meant nothing against the Scarlet Witch's power. The Lake-men's fervour only increased as her telekinesis threw enemy formations into chaos. Orcs rapidly began falling, trapped between the defenders and the venomous mist rear of them. Fighting alongside Bard, Wanda was concerned about something other than battle tactics. The pair had the luxury of a brief pause to discuss it.

"Where are the children?" Wanda asked being unable to see them.

"I told them to take all who can't fight to the Great Hall and barricade the entrance," Bard replied he sent them away from the battle.

The Sokovian's telepathy picked up something else.

"You're letting Alfrid help them?" she couldn't believe it. "He won't come back."

Bard wryly queried, "I thought you fell for me because I'm an optimist?"

Wanda knowingly laughed before resuming to decimate the enemy.

* * *

Azog had been observing both fronts of the battle. The one in the valley was going according to plan. The dwarves of the Iron Hills continued retreating while the Wood-elves were barely holding on. Both were on track to be destroyed. Their growing number of casualties only increased the weight of enemy numbers against them. Trolls continued to scatter any who came within reach of their maces. And not even Elves were immune to the effects of exhaustion. Progress on the second front was another matter entirely.

Prior to the battle, the Pale Orc had rated the Men of the Lake as the weakest of the opposing armies. Their untested militia would be little obstacle to capturing Dale. That same militia was now stiffly resisting the assault on the city. Azog didn't credit this to the Lake-men though.

The Scarlet Witch's movements could be followed by her energy trails. Wherever she went, the invaders received a mauling. The Defiler could accept thousands of losses to kill her – but not inactivity. Ultron had done nothing ever since his former ally joined the city's defence. Not even the loud explosion saw him act, the automaton merely noting the drone's end. After witnessing the high number of friendly losses from Ultron's venom, the Pale Orc could no longer hold his peace.

"You've allowed them block our path into the city," Azog impatiently pointed out.

The automaton had intentionally done nothing. There wouldn't be any opportunities to make the Defiler look foolish after killing him.

"Really?" Ultron laconically disagreed.

Thranduil kept hewing orcs as he rode up and down the Silvan line. All points of it was under relentless pressure. The Elf-king had no sooner prevented one enemy breakthrough when another required his immediate attention. His army had certainly inflicted far more casualties than the number they had incurred. But the Wood-elves had fired a great many their arrows apart from being bereft of reinforcements. The tipping point came in the form of a grating, high-pitched whistle. Thranduil and his warriors reflexively winced at the noise. They didn't know it was Ultron signalling another creation to enter the battle.

Bilbo's fear about Ultron bringing super-sized minions was correct. Those minions though weren't spiders, orcs, trolls, or wargs. For the automaton wanted a strike force that was numerous, mobile, and unconventional. To that end, Ultron injected his formula into the Bats of Dol Guldur.

Radagast had been chased by a swarm of the black furred creatures after his solo visit to Dol Guldur. Ultron's formula caused them to lose their wings. But each bat now stood upright at a height of five feet. Their forelimbs had been transformed into wiry arms with razor sharp claws for fingertips. Echolocation was among the senses enhanced allowing the bats to communicate and coordinate attacks over long distances. And while no longer able to fly, the bats had lost nothing in terms of speed nor agility. Hundreds of them now swarmed out of the tunnels in answer to their creator's summons.

A series of clicks saw half the bats veer towards the Wood-elves. Their muscular legs pumped while sprinting at breakneck speed. Despite being taller and more numerous; orcs stood aside as the bats charged through their ranks. Of all Ultron's forces, his bats were the one Dol Guldur's legions feared second-most.

The few Wood-elves not engaged in hand-to-hand combat desperately released a volley. In a way, the bats' mobility made them harder to bring down than the armoured trolls. Only a fraction was killed before they reached the Silvan. The bats released a concentrated screech as they leapt towards their prey. Thranduil and his warriors were briefly disorientated by the sonic wave that hit them. Witnessing this, Ultron silently thanked Obadiah Stane for giving him the idea.

Scores of Wood-elves were killed as the bats sank their fangs into them unopposed. Others fell after bat claws slashed and punctured through their armour. Thranduil regained his senses just in time. He decapitated a bat leaping towards him before cleaving another that threatened his elk. The Wood-elves desperately fought back with their blades, hacking down what bats they could. However, losses rapidly mounted due to their enemy's quickness and sonic cries. The Army of the Woodland Realm's vaunted cohesion was effectively shattered. Its line began to crumble as orcs began pouring through the gaps. The Elf-king knew his army would soon be destroyed if it remained out in the open.

" _Drego na canas!_ " Thranduil ordered it retreat into Dale.

Ultron's bats ruthlessly pursued them. Isolated pockets of elven warriors made easy pickings as the bats slew them to the last. Centuries of discipline gave way as the Wood-elves fled for their lives. They well knew that Dale was teeming with invaders. But like their king, the Silvan believed it was the only chance to fortify themselves from the bats.

An orc detachment rushed across Dale's causeway to block their path. Thranduil charged ahead to intercept them and clear a path. His elk trampled through the orcs or butted them out the way with its antlers. More orcs lay in wait just beyond the main gate. A hail of orkish arrows instantly pierced Thranduil's elk upon entering the city. The Elf-king nimbly landed in a crouching position as his ride fell dead beneath him.

A cold rage surged through Thranduil as orcs closed in on him. His list of personal losses now included his beloved steed. The Elf-king unsheathed his secondary sword as he sprang to his feet. Thranduil rapidly whirled both his blades. Orcs were dead in a flash as he vindictively carved through them. It happened as Feren led the first group of retreating Wood-elves into Dale. They immediately rushed up alongside their king in support. Elves that followed either joined the fight against the orcs or manned the parapets to stave off the bats climbing up the outer wall.

The remaining half of Ultron's bats entered Dale much earlier. They swarmed through the initial breach his drones had created. The invaders within had far less to room to move than their counterparts in the valley. Orcs grunted as bats leapfrogged atop their crowded heads and shoulders. Other bats effortlessly scrambled along the side of walls or leapt along the rooftops. Not even the poisonous mist blocking the other invaders path was an obstacle. Ordinary Dol Guldur bats ate natural spiders as part of their diet. Ultron's formula ensured they were immune even to the venom of Super Spiders. The bats sped through the contaminated area without breaking stride. All the while they kept communicating as they prepared to outflank the Lake-town militia.

The defenders had just mopped up the remaining orcs in the courtyard. Any triumph they felt was short-lived. With the fighting over, they could now hear a multitude of clicks and screeches echoing throughout Dale. The disconcerting noise drew ever closer.

"Goblins?" Bilbo hazarded a guess about the source.

"That is not the tongue of any goblin," Gandalf immediately ruled out from experience.

Like the townsfolk earlier, not being able to see impending danger only worsened the militia's anxiety. That included their leader.

"Wanda?" Bard hoped she could provide an answer.

The Scarlet Witch stretched out with her telepathy. She couldn't initially make out what was heading towards them. The Avenger's eyes soon began to widen. Wanda hurriedly cast as large a hex shield as possible where the courtyard intersected with Park Road. Even Gandalf jolted in fright as a mass of bats crashed against the shield not a second later.

Wanda strained to hold them back. The weight pressing against her shield was far greater than Azog's pack upon the outcrop. It was also but a feint on the bats part. Many had peeled off along another line of advance. This flanking force easily scaled the rubble pile under which the pair of drones were buried. The bats moved across the rooftops until reaching the northern edge of the courtyard. They fell upon their prey like a nightmarish waterfall.

Feelings of horror and suffering bombarded Wanda's telepathy. Militia targeted by the bats' sonic cries were promptly and savagely disembowelled. The remainder routed from the dwarf-sized creatures every bit as terrifying as a dragon. Those leading the defence were no less afraid.

"Run!" Wanda urged the others to get out while they could.

Bard and Bilbo wanted to stay with her despite their fear. Gandalf noticed the look on the pair's faces. Their gallantry couldn't be faulted. However, the Scarlet Witch wasn't the defender who really needed aid.

"Follow me!" Gandalf sharply commanded them. "We must rally the others!"

Bilbo and Bard complied in the face of personal reluctance. The trio escaped with the remaining militia via the south road. Bats were swarming throughout the courtyard with only one defender remaining. With the ones on Park Road pinning down the Scarlet Witch, Ultron ordered the flankers to chase the other defenders.

Wanda's shield began to buckle. It wasn't possible to destroy all the bats within the city at once. Improvising, the Sokovian thrust her shield outward along Park Road. Numerous bats were killed by the psionic wave that surged through them. It happened as the venomous mist finally dissipated. Still smarting from being driven back, orcs and ogres charged towards the courtyard. Wanda's telepathy sensed the advancing legions were going to be every bit as merciless as the bats. She immediately launched herself away from the courtyard.

Fleeing militia scattered in all directions as they desperately tried escaping their pursuers. It was a futile task. Apart from their speed, the bats' echolocation allowed them to effortlessly find their prey. Some militia were simply run down. Others were blindsided as a bat bolted out at them from the ruins. Bard, Gandalf, and Bilbo were among the exodus toward the upper levels. This group of militia didn't need rallying. The bats had managed to cut off their escape path. Gandalf cast a spell to protect the group from sonic paralysis. Their numbers nonetheless began dropping as the bats ruthlessly attacked from all sides. The Lord of Dale believed battle plans needed to change if his people were to survive.

"Summon him, Gandalf," Bard argued as he frantically duelled an attacking bat.

The Bowman didn't say the individual's name least Ultron be tipped off. Not that Bard needed to say 'Vision' in the first place. The android was the only reinforcement the Free Peoples' had.

"No!" Gandalf rejected deploying him.

"We can't hold on like this!" Bard remonstrated.

The Grey Wizard had an idea. Fortunately, the key element in his plan landed nearby. Wanda unleashed a series of energy bolts that saved friends and militia alike. She then sensed Gandalf wanted her to read his mind. Given time was of the essence, it was quicker than explaining how the pair of them could stop the bats en masse.

 _Do it!_ Wanda confirmed she could play her part.

Gandalf struck the ground with the base of his staff. A thunderclap rang throughout Dale every bit as loud as the exploding drone. Most combatants simply flinched at the sound. To the bats' enhanced hearing, Gandalf's spell was nothing but agony. Their offensive abruptly halted. Bats hobbled around while screeching from the pain in their ears. There was still only a narrow window to turn the tide of battle. Wanda executed her assigned role as a dense column of orcs arrived on scene.

"Cover me!" she loudly exhorted those around her.

The militia complied guessing the two magic-users were acting in concert. Apart from Bard, Bilbo and Gandalf's glowing blades acted like a rallying point. Wanda focused as the orcs attacked the thin line of defenders protecting her. Hypnotic energy began streaming from Wanda's fingertips. Those energies quickly seeped throughout Dale into every bat. For all Ultron's enhancements, their minds were still far less complex than a human's. It allowed Wanda implant something deep within each bat's psyche. After the pain from Gandalf's thunderclap receded, Ultron's strike force attacked their primary target.

Bard's group was on the verge of breaking before their armoured assailants. Things swung dramatically as nearby bats struck the orcs without warning. Dol Guldur's legions were no less vulnerable to them than the Free Peoples. Paralysed orcs were quickly torn to shreds. Others were killed in a shower of metal and black blood. Not even trolls were safe despite their size advantage. One of the larger ones used its mace to sweep aside any bats in its path. One bat snuck up from behind though. It severed the troll's tendons with its claws. The troll collapsed to the ground in agony, powerless as bats swarmed over it from all directions.

The Wood-elves were sandwiched between the invaders within the city and the bats pouring over the outer wall. Thranduil was just as surprised by the bats' change of target as the orcs they slaughtered. The Elf-king didn't hesitate in exploiting the enemy infighting. At Thranduil's command, his warriors released their arrows. Orcs and bats wrapped up in mortal combat were cut down alike. Fighting within Dale was now a three-sided battle in favour of the Free Peoples. Observing from Ravenhill, Azog was enraged by the turn of events.

"How long will your bats keep attacking us?!" he demanded of their creator.

Ultron felt Sauron was at least right about one thing. Sometimes, it was best to treat the Defiler like a petulant child.

"Do you want to wipe out Durin's line or not?" Ultron brought matters to heel.

The Pale Orc got the message. Any more outbursts would result in being deprived of what he wanted most – killing Oakenshield and his nephews. In the face of Ultron, Azog swallowed his pride for the umpteenth time.

Meanwhile, Bard's group was taking something of surreal break. The bats drove back the other invaders all the way to the courtyard, leaving a trail of dismembered orcs in their wake. Bilbo was sickened by it despite feeling no small relief the area was clear of enemies. He tried making sense of what the Scarlet Witch had done.

"So…those bats are fighting for us now?" Bilbo enquired of his friend.

"No," Wanda said. "But they'll at least attack the others first."

"Meaning we've time to regroup," Bard inferred given the invaders still vastly outnumbered the Lake-men. After a beat, he calmly ordered those around him, "Everybody, fall back."

* * *

The Free Peoples had suffered heavy losses since the battle started. A great many had come at the hands of Ultron's drones and bats. However, the race with the worst rate of casualties hadn't been attacked by his special forces at all.

Half of Dain's army now lay dead or wounded. The rest kept being pushed back by the relentless enemy tide. Worse, the Iron Hills' dwarves had lost all cohesion. Fatigue was a significant factor why. But just when Dain or Stonehelm thought they had rebuilt part of dwarven line; a troll's mace would shatter the formation. Lack of cohesion also increased the pair's risk of being caught isolated in the fighting.

Dain clobbered an orc when his pig was skewered by a pair of orkish spears. The Dwarf-lord quickly picked himself off the ground. Dain's anger at losing his mount was far more open than Thranduil's had been.

"Ya buggers!" he cursed the pig's killers.

Dain promptly dispatched the offending orcs. He had brought his whole army to atone for an earlier mistake. The Lord of the Iron Hills originally declined to support his cousin's quest. He wasn't unsympathetic to Thorin's goal of taking back Erebor. But the Iron Hills would be left defenceless if Smaug destroyed its army. The raven bearing Thorin's message proved decisive. If Dain failed to help his cousin retake the mountain, he wasn't going to fail him in defending it. Morale among the Iron Hills' dwarves had been high on the march here. Stonehelm wasn't the only one keen to fight alongside his namesake. Thorin Oakenshield's deeds in battle were renowned among Durin's Folk. Whenever dwarves looked defeated, Thorin found a way to rally them and drive back the enemy. It made his current absence all that more confusing.

"Where's Thorin?!" Dain loudly demanded of fate. "We need him! Where is he?"

* * *

A defensive rampart bordered the upper levels of Dale. The rampart's gate had been destroyed during Smaug's attack on the city. But most of the surrounding wall had escaped damage. It was still standing firm more than sixty years later. Given the drones had been neutralised, the defenders could rally behind it with some degree of protection.

The Lake-men and their allies retreated through the gaping hole where the gate had stood. After passing through it, nearly all stopped to catch their breath. It was the first opportunity to rest since the battle started. After sucking in a few deep breaths, Wanda and her friends took stock of the situation.

"How many have we lost?" she soberly enquired.

"At least a third," Bard estimated of the militia. "There's still quite a few missing."

Bilbo hadn't forgotten about the other front in the battle.

"I wonder how the others are doing," he speculated about the other Free Peoples.

"One of the boys spotted the Elves falling back here," Percy recalled from a militia straggler.

Bard's eyes flashed at the news. Thranduil's army being forced back was certainly an unwelcome development in the general scheme of things. However, it also meant the situation with the bats could be further exploited.

"We can destroy the enemy between us," Bard voiced his thoughts. "Hit them on both sides."

"Keeping the fight away from the Great Hall," Wanda approvingly inferred.

Percy gave the proposed counterattack a firm nod. Given this was a discussion about tactics, Bilbo was more puzzled by the silence of someone else.

"What do you think, Gandalf?" the Hobbit prodded. "Gandalf?"

The four assumed the wizard had been next to them. Looking up, they saw Gandalf had instead climbed the stairs onto the wall. His back was turned as he faced north. The group was puzzled. Was he verifying Percy's news about the Wood-elves? Or had Ultron done something to catch his attention? Wanda made to find out on the group's behalf.

The Scarlet Witch levitated herself on top of the wall. Gandalf didn't look as she softly landed next to him. His gaze was firmly on the battle taking place in the valley. Dain's army was effectively trapped between Dol Guldur's legions and the Gates of Erebor.

"The dwarves are almost spent," Gandalf observed both quiet and disturbed. "Time's running out to aid them."

The wizard had stated the obvious as a test.

Wanda gave the dwarves a vindictive look. "Thorin summoned them. He can help if the treasure means so much to him. I've all I want right here."

Gandalf had his answer. The mountain wasn't the real cause of the Sokovian's behaviour atop the barricade.

"Gold isn't the only treasure that breeds selfishness, Wanda," Gandalf gently reproached her.

Wanda blinked as if woken from a trance. She tentatively faced Gandalf who was now looking at her. His expression was compassionate and understanding.

"We can become possessive of loved ones as well," Gandalf continued with matching tone. "But their lives still don't belong to us."

Middle-earth had originally been a huge mystery to Wanda. It was now potentially a new home. More importantly, a home with a loving family and close friends. Those hopes also masked a deep-seated fear.

"Bard, the children, Bilbo, you," Wanda prefaced it. "I won't let Ultron take any of you from me."

Just as Gandalf feared, the Sokovian still blamed herself for her brother's death. The prospect of feeling such pain again terrified Wanda. It was a vulnerability foes wouldn't hesitate to exploit. Especially as cunning a foe as Smaug.

"Even if he takes the lives of your friends in the mountain?" Gandalf referred to Ultron's pre-battle boast.

Wanda momentarily hesitated from answering. Unlike Thorin, the other dwarves had welcomed her from the start. True, they saw her power as a great asset for the Company. But all their kindness was because they genuinely cared about Wanda as a person. She now remembered something when Thorin cast her out of the Company. Her telepathy sensed the reaction of the other dwarves. All were heartbroken, believing they had lost their witch forever. The Avenger's own fear of loss wasn't going to give up easily though.

"Bard…Bard wants to counterattack," the Scarlet Witch awkwardly segued. "You'll need me."

"The dwarves more need their king," Gandalf saw through her excuse. "You're the only one who can free Thorin from his madness."

"I've _tried_ already," Wanda sighed in frustration.

"You first need to face the dragon within you," the wizard hinted at the solution.

Wanda's conscience pulled her gaze towards to the mountain. Her response to Gandalf was laced with trepidation.

"How?" she asked.

* * *

 **Throughout military history, urban centres have always been considered among the worse combat environments. This chapter tries to reflect the chaos that inevitably ensues from such fighting.**

 **Stone Street in Wellington is the address of Weta Studios. Park Road is the location of the Roxy Cinema part-owned by Weta Workshop founder, Sir Richard Taylor.**

 **Ultron had his inspiration for Super Bats. Mine is the book** _ **After Man**_ **by Dougal Dixon. As an eleven-year old, I thought the Stalkers were the coolest carnivores since T-Rex.**

 **And, yes, no crossover of mine would be complete without a tremendous explosion at least once.**


	28. The Price of Freedom

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

06/07/2017

A fair bit of italics this chapter given there's a lengthy telepathic scene (big surprise).

 **Aragorn II Elessar:** I wonder which production would be more idiosyncratic – PJ directing Marvel or JW directing Tolkien?

 **Annabeth316** : I use the Ambar Eldaron dictionary as my primary Sindarin reference. In this case, _coll_ ('red, scarlet') + _gwend_ ('maiden').

 **ZabuzasGirl:** [Treebeard voice] Now, now let's not be hasty.

 **DanSolo0119:** If I had to pick one…Samwise Gamgee. His purity of heart ultimately allowed light to triumph over darkness.

* * *

 **Chapter 28 – The Price of Freedom**

Ultron believed – in his own words – things were going very well. The Free Peoples had suffered grievous losses. Bolg would soon be arriving with thousands of reinforcements. The automaton wasn't even fazed by his bats turning on their nominal allies. He had always intended to destroy Sauron's forces anyway. Looking towards Dale, Ultron was given an early opportunity to personally enter the battle.

The Scarlet Witch left a trail of red energy as she flew out of Dale. From his vantage point, Ultron watched her traverse north across the valley. Wanda covered the distance between Dale and the mountain in a trio of telekinetic leaps. Nearby enemies tried to engage every time she touched the ground. They were quickly killed by the burst of psionic energy as Wanda again thrust herself upward. Dain took the opportunity to rally as the Sokovian flew high overhead.

"Fall back to the barricade!" he ordered.

His army fell back to the Gates of Erebor to regroup. Wanda slowed upon reaching her destination. She entered the mountain through the gap above the Company's platform. After disappearing from view, her nemesis decided to act.

"I'm leaving you in charge," Ultron told Azog. "I've got to take care of something."

The Pale Orc assumed his superior was finally going to deal with the accursed witch. Azog could finally exercise some initiative as a commander. As far as he was concerned, this battle had taken long enough. Particularly given the automaton had the means to win it from the start.

"I'll destroy the Free Peoples in your absence, Lord Ultron," the Defiler indirectly mocked his generalship.

Azog had a better chance of defeating his superior in combat than matching him in verbal wits.

"Yeah," Ultron dryly agreed. "I doubt even you could lose it from here."

Ultron departed as Azog spat in his wake.

* * *

Thorin's followers were gathered the opposite side of the barricade. Most sat on the masonry surplus to building it. All had stripped down to their mail coats. It symbolised how they felt about standing down. Abandoning their kin made them unworthy of the armour worn by their forebears.

Silence reigned over the dwarves. Some occasionally went to the platform to check on the battle raging outside. Each subsequent report only intensified their despondency. Dwalin felt more despondent for an additional reason. The veteran warrior tried reasoning with Thorin, telling him the Iron Hills dwarves were surrounded. The Dwarf King dismissed his old friend after threatening to kill him. Now seated next to his brother, Dwalin's spirit was crushed. Thorin's threat was more an afterthought – he angrily tried decapitating Dwalin moments before issuing it. Dwalin's ruminations ended becoming the first dwarf to notice they had a visitor.

"Wanda!" he gasped in surprise.

The dwarves stood as one as the Scarlet Witch gently landed among them. They were unsure if her return was a good or bad sign. Maybe fate had granted them the solace of seeing their witch a final time. Wanda sensed the countless questions they were desperate to ask her. She was therefore touched by the one they all wanted to ask first.

"Are you all right, lass?" Balin asked it. "We've all been worried about you."

Wanda contritely nodded. "I'm sorry for what happened."

The dwarves knew she was referring to this morning's events on the platform.

"It wasn't your fault, Wanda," Fili spoke for all of them. "It was ours for putting you in that position. We should've detained Thorin like you said."

The Scarlet Witch wasn't the only absence they felt guilty for.

"How's Bilbo?" Bofur anxiously asked.

"In Dale with Gandalf and the others," Wanda answered. "I left just as they were about to counterattack."

The fighting within Dale was too far away for the dwarves to see. However, they had been close enough to witness Ultron's drones and bats enter the battle. Hearing the Lake-men and Wood-elves hadn't been destroyed by them was the first bit of good news all day.

"You're holding on then?" Gloin hoped the pressure could be taken off Dain's army.

Any renewed sense of optimism was quickly punctured.

"Ultron's barely started," was all Wanda had the nerve to say.

All the dwarves received a telepathic image. They were nothing less than shocked by what Ultron still had in reserve.

"Then why are you here?!" Oin reacted in alarm.

"To save Thorin." Wanda replied before reflecting, "Before it's too late."

None picked up the personal undertones in the Sokovian's voice.

"He's gone, lass," Dwalin inwardly despaired to admit. "He won't listen to anyone now."

The Avenger wasn't planning to speak with Thorin as such. She first had to face her own fears before releasing him from dragon-sickness. The dwarves would likely try and stop her if they knew the details.

"Gandalf told me what to do," Wanda chose to reveal. "It's something I have to do alone."

The Scarlet Witch still wasn't anywhere near as cryptic as the Grey Wizard. The dwarves witnessed when she first attempted to free Thorin. They realised the Avenger was going to try and enter his mind again.

"We saw what happened before!" Kili almost pleaded. "Both of you could be killed!"

Wanda hadn't forgotten the sharp pain in her head. Not even Gandalf's knowledge eliminated the risk to her and Thorin's lives. But her psychic powers were, as Pietro would put it, the only way to get Thorin off his ass. Wanda made to the dwarves what was possibly a last request.

"If anything should happen," she alluded to them, "I know you'll help our friends."

The dwarves fell silent once more as the Scarlet Witch ascended to the throne room.

* * *

In addition to his sword, Bard had armed himself with a bow and a quiver of arrows. The Bowman wasn't just living up to reputation. It was all for the planned counterattack. Taking extra precaution made sense given the Scarlet Witch would no longer be taking part in it.

After Wanda departed, Gandalf immediately climbed downstairs to the other defenders. All of them had seen the Scarlet Witch fly away. Bard and Bilbo were especially concerned about her returning to Erebor. The Grey Wizard's answer was typically enigmatic. With the Lake-men and Wood-elves holding on, it was the dwarves who most needed Wanda's power. The loss of Dain's army would see the enemy legions in the valley join the attack on Dale. Ultron wouldn't even need to unsheathe his swift and terrible sword to destroy the Free Peoples.

"Anyone who wants to give their last - follow me!" Bard launched the counterattack.

The militia gave their lord's rallying cry a resounding cheer. Gandalf, Bilbo, and the Lake-men charged into battle. Morale was good despite Wanda's absence. Attacking with the initiative always felt better than holding out for dear life. They soon fell upon the first mass of enemy in-fighting.

As always, Bard led by example. He hacked down one of Ultron's bats from behind before dispatching the orc it had crippled. Gandalf's grasp of tactics provided no small aid to the less experienced. The wizard guided them when to hold back from enemies killing each other and when to mop up those that remained.

Bard's force was soon advancing down Park Road. Most of them engaged the invaders along it. The remainder broke off to fight enemy pockets within the vicinity. Gandalf remained with the main group. His constant companion throughout the counterattack noticed something important at the end of the road.

"Look, Gandalf!" Bilbo pointed. "The Elves!"

A group of Silvan were eradicating with both bow and blade what remained of several orc companies. Not surprisingly, Thranduil's army seized the opportunity to counterattack much earlier than Bard's militia. Their respective lead elements soon linked the allied forces for the first time since the battle started. Gandalf felt the outcome now rested on the dwarves. If Wanda's mission was successful then maybe, just maybe, the Free Peoples could survive this. One man had already written off their chances.

As Wanda sensed, Alfrid hadn't returned to the battle. The bureaucrat tried sitting it out in the Great Hall. He changed into a dress and shawl attempting to pass himself off as an old woman. Hilda uncovered his disguise after persuading every other non-combatant to join the fight. Shameless to the last, Alfrid wasn't the slightest bit embarrassed by his cowardice. Particularly after one non-combatant accidentally knocked down a large urn on the way out. The urn cracked open on impact. A handsome sum in gold and silver coins spilt out onto the floor.

Now alone in the Great Hall; Alfrid knelt by the coins, scooping as many as possible into a large leather pouch he found lying around. If the contemptible rabble wanted to run off to their deaths that was their problem. He intended to slink away from the battle and live as a rich man elsewhere. Alfrid's avaricious daydreaming ended as a section of roof collapsed nearby. The bureaucrat fell back in fright, spraying his coins everywhere. Fear quickly turned to terror as Ultron stepped out of the dust cloud.

Despite his best efforts to compensate, Ultron was still lacking compared to his Prime and Ultimate versions. That included not possessing advanced detection systems or optical technology. Ultron Middle-earth was limited to search for things the old-fashioned way. The automaton thought his primary target might be in the Great Hall. All he found was a petrified Alfrid. Ultron was misanthropic to the core. However, a lot of human behaviour more confused him than anything.

"What's all this?" Ultron questioned about the coins on the floor. More confusing was the man's attire. "Why…why are you even dressed like that?" he failed to reconcile it with Alfrid's gender.

"Take the money!" Alfrid begged in response. "Just let me go!"

Ultron rolled his eyes in annoyance before killing the bureaucrat with a blast to the chest.

"I've always said finance is weird," he muttered while striding over Alfrid's corpse.

Bard's children were among a mass of non-combatants rushing to join the fighting. Some began to have second thoughts upon reaching where Wanda and Gandalf halted the enemy advance. The street ahead was littered with corpses, blood, and severed limbs. Even Smaug's attack on Lake-town hadn't been this gruesome. The remains of Ultron's bats pointed there was a new breed of monster to fear. They didn't know the monsters' creator had spotted them from the air.

The townsfolk were caught completely unawares as a sorcerous blast struck them from above. Several were killed as the survivors fled in all directions. Most were already screaming in terror before being hit by another blast. Bard's children felt they had a better chance of survival by hiding from the danger than trying to outrun it. Bain led his sisters into a ruined house that still had its roof. The trio crouched into a corner before the screaming died away. Bain peered out the front through a crack in the wall. He sucked a nervous breath. Their assailant stood just yards away, among the dead townsfolk as if looking for something. Bard's children whispered as quietly as possible.

"It's Ultron!" Bain confirmed the danger.

His youngest sister had never been so scared in her life. This monster had vowed to personally kill her. And unlike Lake-town, there was no grown-up present who could lead the siblings to safety.

"What are we going to do?" Tilda asked with frightened tears.

Like Quicksilver, Bain would do anything to save his sister. He would distract Ultron allowing Sigrid and Tilda to escape unnoticed. Bain's knuckles whitened around his sword hilt. Sigrid instantly stayed his hand with hers. This time, reckless heroics on her brother's part weren't just suicidal but unnecessary.

"We tell Da," Sigrid counselled before jutting her chin at the back door.

Sigrid's common-sense prevailed. Tilda and Bain followed her as they softly crawled towards the back. Ultron first spotted the children when they ran into the house. Not finding his target among the dead, he made to confront the siblings. It was a good bet one of them would know the location of who he was after.

A loud commotion from the lower levels suddenly grabbed Ultron's attention instead.

* * *

The King under the Mountain sat brooding on this throne. As far as he was concerned, everyone had betrayed him. Thorin's spiteful response was like many tyrants when facing downfall. It was all the fault of their followers. Consequently, they all deserved to die with him.

The Scarlet Witch suddenly levitated into view from the halls below. Wanda landed at the base of the throne's stairs before resolutely gazing at Thorin. It was easy sensing the Dwarf King's reaction. She was the one 'traitor' Thorin still wanted to slay himself.

"You," he glowered Smaug-like.

Thorin didn't even have time to grasp the hilt of his sword. Wanda unleashed a stream of telekinetic energy pinning him to where he sat. The Dwarf King futilely struggled to break free. The Avenger's compassion struggled against the vindictive satisfaction she felt at the sight.

"I'm sorry, Thorin," Wanda intoned as she climbed the stairs towards him. "But I have to do this. For both of us."

Wanda had tried approaching dragon-sickness in the manner of a surgeon. For this attempt, the patient would first be sedated to mitigate any psychic backlash. Keeping Thorin in her telekinetic grip, Wanda pressed Elrond's ring against his forehead. She began softly chanting in Sindarin like Gandalf had instructed her. Thorin screamed as his dragon-sickness fought against the Elven magic now pouring into his mind. After emptying the ring of its soothing energies, Wanda stretched out with her telepathy.

* * *

 _Wanda found herself in the centre of the Gallery of Kings. The section containing the proposed statute was floored in solid gold. Standing in the middle of it was an apprehensive Thorin. The Dwarf King was confused by his surroundings, seemingly unaware of the Scarlet Witch._

" _Thorin!" she called out to him._

 _The King under the Mountain immediately looked in the voice's direction. He warmly smiled at his telepathic visitor. This was the Thorin she had come to know and respect over the last few months. His nobility, courage, and honour hadn't yet been completely lost to dragon-sickness. As if in reaction to Wanda's presence, that same sickness decided to speed up the process. Thorin slowly began sinking into the gold as if it were quicksand._

" _Help, Wanda!" he cried out._

 _The Sokovian rushed toward him. Initially, the gold was like stepping through a puddle. Her pace began to slacken as the surface became bog-like. She could barely trudge forward by the time Thorin was waist deep in gold. Wanda soon couldn't move at all, her feet encased in gold._

 _Something huge appeared beneath the floor as if its surface had turned to glass. The Scarlet Witch felt an anxious chill. It was the shadowy form of Smaug. The dragon passed under Thorin as he snaked his way within inches of Wanda. Smaug pressed his face against the surface before greeting her with an evil grin._

" _Why are you here, witch?" the dragon both asked and taunted._

" _To save Thorin," Wanda answered._

" _Save him?" Smaug snorted. "The filthy dwarf betrayed the people of Lake-town. Admit it. He deserves to suffer."_

" _I also wanted the Avengers to suffer," Wanda tried denying some agreeance. "I'm not making the same mistake twice."_

 _Much to her frustration, Wanda still couldn't move an inch. Frustration turned to alarm as the gold now reached Thorin's chest. The Dwarf King resembled a drowning man, arms flailing to stay afloat._

" _You wanted to hurt them so much you sided with Ultron," Smaug's retorted about the Avengers. "Your choice ultimately killed Pietro."_

 _Wanda had a revelation at the mention of her brother. She now understood the cause behind her uncharacteristic behaviour of late. After Smaug had separated them, Wanda had been desperate to find Bilbo. Searching telepathically exposed her mind to Bilbo's ring and the dragon. That fleeting moment was all the pair needed to amplify deep-seated fears and unresolved guilt. It wasn't Smaug she was facing nor even a piece of his consciousness buried deep within her. It was Wanda's dark side wanting to claim her very soul. And in a final twist, Bilbo's advice about Pietro provided the means to free herself._

Just keep making him proud.

" _I didn't kill Pietro," Wanda firmly told the dragon. "He chose to sacrifice himself."_

 _The truth accompanying those words saw the gold she was mired in begin to shift._

" _And now you're going to sacrifice everyone in Dale just to save Thorin," Wanda's dark side assaulted her most sensitive point._

" _They don't belong to me," Wanda accepted Gandalf's counsel. "But I will always belong to the Company of Thorin Oakenshield."_

 _Wanda had been expelled from the Company. In her heart though, she could never stop caring about the dwarves. Not after all they had shared and been through. That included her friendship with Thorin. Rather than breaking their bond, his dragon-sickness could be used to make it stronger than ever. Wanda's foot began inching forward. Sensing the tide had turned, her dark side made a final desperate play._

" _Thorin wanted to kill Bilbo!" it hissed._

 _The Scarlet Witch now realised the most important lesson from her brother's death._

" _If Pietro could forgive Barton for hurting me," Wanda finally made peace with herself. "Then I can forgive Thorin for wanting to hurt Bilbo."_

 _Smaug's image vanished as Wanda finally broke free. She sprinted across the gold as Thorin's head sank below the surface. All that remained was his right hand. Wanda dived and slid forward. She caught the last piece of the Dwarf King's sanity just before it disappeared._

" _I've got you, Thorin," the Scarlet Witch cast out his dragon-sickness._

* * *

Wanda and Thorin blinked and found themselves back in the throne room. They were in the same position prior to the former entering the latter's mind. One major difference was Thorin not being psionically restrained. Wanda lowered Elrond's ring as the person she aided regained his senses.

"Wanda," he softly acknowledged her. "You travelled across the battlefield to help me?"

"Yes," the Scarlet Witch replied before wryly apologising for events on the platform. "After all, I knocked you flat on your ass."

Thorin chuckled in understanding as his sense of humour returned. However, so had his conscience. The Dwarf King's eyes began to flicker.

"Dwalin," Thorin recalled their last conversation. "He said our kin were surrounded…" His guilt struck Wanda's telepathy like a tsunami. "What have I done?!" Thorin gasped in horror.

The Scarlet Witch had felt similar guilt before. But Thorin's was compounded by something else.

"It doesn't matter what you did," she drew on Barton's words to her. "Thrain would still love you."

The Dwarf King caught his breath at this. Wanda picked up his guilt wasn't just from abandoning kin. Thorin also felt his father would be ashamed of him. At last night's war council, the Scarlet Witch learnt about Thrain courtesy of Gandalf.

"You were right," Wanda continued. "Your father was alive. Gandalf found him in Dol Guldur. Thrain knew about the curse here. He didn't even want us entering the mountain."

"Because he knew I'd prove weak," Thorin lamented about his dragon-sickness.

Wanda reflected on another father-son relationship. Thranduil hadn't been imprisoned within the bowels of Dol Guldur. Thrain by comparison, despite all he had suffered during his confinement there, ultimately knew what was most important.

"No, Thorin," the Sokovian gently revealed the true reason. "It was because you were far more precious to him than the treasure."

Thorin could only give a weak smile of acceptance. There was a critical loose end about his father.

"What happened to him?" he asked.

Wanda's lip slightly quivered. "Ultron killed him."

Thorin instantly fell into Wanda's comforting embrace. He'd been required for so long to display an unshakeable resolve as leader of his people. Thorin Oakenshield finally had a chance to weep for all he had lost since Erebor's fall. As he cried upon Wanda's shoulder, Thorin realised the pair had something in common. Ultron had killed the person they respectively loved more than any in the world.

"Oh, Wanda," Thorin sobbed, "I'm so sorry for what I said about Pietro."

Pietro's sister choked back a tear.

"I know," Wanda empathised over their losses. "And the hard part is there's nothing we could've done. But we still need to let them go."

The Company's leader started to compose himself. It was just as the sound of battle quietly echoed in the distance. The Scarlet Witch fanned the spark she now sensed within Thorin. The Avenger loosened her embrace and looked at him square in the eye.

"Well, maybe we couldn't save them," Wanda steely inspired. "But we can still avenge them!"

* * *

The fight for Dale was still in the balance despite the allies linking up. The impetus the Lake-men gained from their counterattack had dissipated. Fatigue and lack of numbers were the main reasons. Particularly vulnerable were those militia who had broken off from the main group. One such group turned a street corner only to stumble across a troll. Having killed numerous bats, the creature had no fear of this lesser threat. The militia broke and ran with the troll in pursuit. One Lake-men was killed after being swept aside by the troll's mace. More threatened to follow as the troll chased them into the town square. Fortunately for the pursued, it was directly in the path of aid.

Bard and Percy kept leading the main group. After leaving Bilbo with the former, Gandalf went to rally the remaining Lake-men. Those running towards him across the square exemplified the problem. The counterattack's initial success predictably gave inexperienced militia a sense of overconfidence. Wanda's aid made it easy to forget how much they had struggled on their own. The corollary being it was critical the militia stay concentrated until she returned.

After the militia rushed past him, Gandalf pointed his staff tip at the troll. There was a loud crack accompanied by a blinding flash of light. The wizard's spell was equivalent to a lethal strobe burst. Mortally wounded from sensory overload, the troll groaned before falling dead on its back. The sound and result of Gandalf's magic halted the militia in their tracks. Having their attention, the wizard made to rally them.

"This way," Gandalf beckoned they follow him. "The world of Men depends on it!"

The militia had barely stepped forward when an energy beam cut them down in seconds. Gandalf spun around and saw their killer levitating on the spot. The reason for saving his strength had arrived.

"Any world deserves better than Men," Ultron contemptuously disagreed.

The automaton swiftly landed on his feet with a metallic thud.

"If you hate humans so much, why do you want one standing alongside you?" Gandalf pointed out his hypocrisy.

Ultron didn't see any contradiction. After all, it wasn't just any human he wanted as his second-in-command.

"It's like you said," the automaton replied. "Wanda's got potential. You on the other hand – "

Ultron instantly pointed his right fingers and fired. Gandalf deflected the blast with his staff just in time. With the square as its only witness, the pair resumed hostilities from Dol Guldur.

* * *

Thorin's followers had been anxiously waiting since Wanda left them. In that time, the sound of battle drew closer. They didn't need to look to know their kin were imperilled. Thorin's screams from the throne room further set the dwarves on edge. Only great discipline and their faith in Wanda prevented them from responding to either crisis. The tension broke just as an orc horn rang from outside.

The Scarlet Witch levitated down in front of them. Her telepathy easily picked up the questions writ large on the dwarves' faces. They were desperate to know about the Avenger's well-being and that of her passenger. Thorin had taken off his crown and regal armour. It was all about reclaiming his truest self.

"Thorin Oakenshield's back." Wanda proudly announced before adding, "And so am I."

The dwarves' faces lit up with joy and relief. Dragon-sickness and inner demons had been overcome. Thorin's first act was to reconcile with his nephews by a tender press of foreheads. He then rallied the dwarves as a group. They weren't addressed as followers, but as closest friends.

"I have no right to ask this of any of you;" Thorin spoke to them as equals, "but will you follow me one last time?"

The dwarves proudly confirmed as they held up their weapons with silent determination. Before entering battle, however, the group first had to exit the mountain. It was something Wanda and Thorin had already discussed.

"Wanda," the latter gave the signal.

The Sokovian smiled at the Company's cook.

"I'd love to hear you play the horn, Bombur," she hinted.

* * *

The Iron Hills' dwarves had managed to limp back to the Gates of Erebor. Only a minority were free of any wound. Even Dain had his distinctive helm knocked off during the retreat. His army was now trapped between the enemy and the broken bridge into the mountain. Dain and his warriors nonetheless released a loud battle-cry as they prepared to make their last stand.

The Pale Orc was unmoved by their defiance. This was more than an opportunity to wipe out the line of Durin. Destroying their best warriors would allow Azog to slay Durin's Folk to the last. The Defiler had carefully marshalled his forces. He planned to launch an organised assault rather than order a wild charge. As orc ranks finished reforming, one of Azog's retinue made to give the signal.

"Not yet!" the Pale Orc stayed it. "Wait…wait…"

All the remaining trolls in the valley shoved their way in front of the orcs. It was the final piece in the Defiler's plan. Instead of a glorious fight to the end, most dwarves would be killed without so much as a sword swing.

"Attack, now!" Azog commanded.

The horn atop Ravenhill blew once more. The legions of Dol Guldur methodically advanced towards the thin dwarven line. Dain and Stonehelm gave each other a curt and stoic nod of farewell. Father and son didn't know other family were about to aid them.

Bombur sat on a parapet higher up than the barricade. He'd been given the honour of announcing Thorin's arrival. Wrapped around Bombur's ample frame was the Horn of Erebor. Crafted from the ivory horn of a giant beast; the centuries-old instrument was a prized dwarven relic. Also flattered by Wanda's request, Bombur pressed the horn to lips and gave a mighty blow.

* * *

Gandalf and Ultron's second clash wasn't just one of magic. The pair were currently engaged in a fierce bout of hand-to-hand combat. The automaton attacked unarmed as the wizard defended with sword and staff. The former changed pace with a telekinetic burst. The invisible force caused Gandalf to stumble back. It was symbolic of which duellist was gaining the upper hand. Ultron was about to follow up before being unexpectedly interrupted.

The Horn of Erebor sounded throughout the valley for the first time in centuries. Ultron's opponent noted his baffled expression.

"That is the sound of the dwarves rallying to their king," Gandalf brusquely informed.

Ultron immediately glared back at him. The Grey Wizard received a second wind knowing Wanda and Thorin had overcome their respective torments.

"I told you not to underestimate the Free Peoples," a proud Gandalf reminded. "Nothing can break them now."

Ultron maliciously smirked. "What about the One Ring?"

* * *

The impending attack on the Iron Hills' dwarves had been unexpectedly stalled. The Horn of Erebor confused orc and troll alike. Neither had ever heard the sound let alone knowing what it signified. They quickly got an indication as the barricade began to glow and crack. Wanda hadn't been able to open the Hidden Door allowing the dwarves into the mountain. She now used her power on the barricade to break the dwarves out.

The masonry collapsed forming a makeshift bridge across the moat. Out leapt the King under the Mountain, and his companions followed him. In the gloom, the great dwarf gleamed like gold in a dying fire.

"To me, o my kinsfolk!" Thorin urged those from the Iron Hills to follow.

No dwarf from the Iron Hills was more relieved to see him than its lord.

"To the king!" Dain confirmed his cousin's order. " _To the king!_ "

The Company moved in a V formation. A Dwarf lord took point when leading such a formation forwards. The right spot in the rank behind was filled by his most-trusted subordinate – often being his heir. Fili insisted (to the agreement of Thorin's other followers) that honour go to Wanda instead. It wasn't just in recognition of all she had done for the Company. Unlike Dale, the battle in the valley was fought across clear lines. Durin's Folk now had a huge tactical advantage.

Clouds of red energy swirled ever larger around Wanda's hands. In some ways, it was part of expelling all the anguish she had experienced since first entering the mountain. The Scarlet Witch unleashed her power with a primal scream.

Azog's frontal ranks were suddenly obliterated by massive wave of concussive energy. Surviving orcs and ogres were thrown into disarray. Dain's army ruthlessly exploited the chaos, charging into the enemy as a flying wedge. The situation in the valley now resembled a metal bow crashing through an orkish sea.

The Pale Orc's jaw clenched in shock and rage at the turn of events. He also felt a touch of fear given Ultron's parting shot. Did Ultron know the witch would successfully bring Oakenshield into the battle? By departing for Dale, the automaton had effectively framed Azog to take the blame. The Defiler initially dismissed the risk of immediate execution. Despite being demoted, Azog was still Sauron's third-in-command. That position meant executing him at least required the Dark Lord's consent. Not unless…

Meanwhile, Bombur had exited Erebor and was now fighting alongside his brother and cousin. The presence of Thorin and his followers inspired all their Iron Hills kin to fight with renewed vigour. But there was no doubting which Company member the enemy feared most. Orcs fled before the Scarlet Witch despite the futility of trying to outrun her energy bolts. Some half dozen ogres charged at Wanda attempting to overwhelm her. They abruptly found themselves caught in a telekinetic cocoon. Wanda disintegrated the ogres with flick of her wrists.

A few yards away, Thorin was indomitable as he wielded his black-coloured sword. Its colour masked how quickly the blade became stained with enemy blood. Every orc Thorin killed was in vengeance for his father. Hopefully, a way existed to drive his sword through Ultron. Such was Thorin's focus he'd almost forgotten about another family member.

"Thorin!" Dain called out nearby.

"Dain!" Thorin cheerily acknowledged.

Each dispatched an orc to clinch a hard-won respite.

"What took you so long?!" Dain ribbed his cousin.

Wanda's kindness had enabled Thorin to forgive himself for initially standing down.

"Why?" Thorin jibed in answer. "Can't you handle a few orcs by yourself?"

The pair knowingly chuckled before sharing a brief but warm embrace. Dain then nodded in the direction of Wanda.

"You didn't say anything about your young friend," he referred to the raven's message.

" _Wanda!_ " Thorin called out to her.

The Scarlet Witch blasted away a trio of orcs before jogging over.

"Dain," Thorin began introductions. "I present to you Wanda Maximoff, the Scarlet Witch." The Dwarf King then rectified an earlier wrong. "Who I'm proud to call a member of my company."

Wanda smiled at this. She sensed Bilbo and Gandalf's expulsion had also been rescinded.

"Much obliged to you, lass," Dain saluted her aid throughout the day.

Before she could reply, the summit of Ravenhill caught the Sokovian's eye.

"Where's Ultron?" Wanda asked about his absence.

The Lord of the Iron Hills was uncouth to a fault.

"You mean that tall metal bastard?" Dain said before pointing his hammer towards Dale. "He flew into the city not long after you left."

The Avenger's eyes didn't even get the chance to widen in alarm.

"Go, Wanda!" Thorin immediately ordered.

"You sure?" she checked.

The dwarves in the valley were still heavily outnumbered. Wanda was concerned her absence would see them put on the backfoot again. Thorin's declaration otherwise cemented their reconciliation.

"We've got this." Thorin assured before graciously adding, "Go help our friends."

Wanda gave his shoulder a proud squeeze before taking flight. Her departure didn't go unnoticed by at least one enemy commander.

On the western side of the mountain, Bolg was peering out from behind a ridge. Unlike Azog, his spawn had a been told a bit more about their superior's battle plan. The time for Ultron's masterstroke would soon be at hand.

"Prepare to attack," Bolg told a subordinate to relay the message.

On the slopes below, thousands of orcs made ready to strike.

* * *

 **Chapter One stated the use/abuse of power was a key theme in this crossover. Unresolved survivor's guilt in an emotionally sensitive individual is more than unhealthy (from what I've seen working alongside police). If that survivor has great psychic power, you have a recipe for self-righteous monsterhood – something evil wouldn't hesitate to exploit.**

 **I struggled to reconcile Wanda overcoming Pietro's death with just a few wise words from Gandalf. My letting the One Ring and Smaug amplify her dark side was more than providing a catharsis. Telepaths helping others find emotional healing is almost proverbial (hello, Professor X). But like the proverb says, "Physician, heal thyself." For me, Wanda needed to overcome her own guilt before she could help Thorin with his. Nor are heroes the only ones who have overcome internal challenges before facing external ones.**

 **Ultron Prime/Ultimate could solo the Free Peoples' armies this battle. Nerfing him this crossover wasn't just about evening the odds though. I'll whisper so Junior doesn't hear –** _ **his ego is a dark reflection of Stark's**_ **. Not being the most powerful individual in Middle-earth is something our favourite murderbot would never accept. We'll have to wait until the next chapter to see if he's successful or not.**

 **Again, some changes to canonical order as well as elements from the book. This was both to reflect personal likes and to set things up for the climax. The formalities around a dwarven V formation is just speculation on my part.**

 **Finally, maybe the omens for Billy Connolly playing Dain have been there all along. One of his funniest gigs was performed at the Hammersmith Odeon.**


	29. Showdown

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

15/08/2017

Thanks for your patience, readers. The delay was due to both chapter length and unexpected work commitments.

IMHO the latest _Ragnarok_ trailer is the best MCU one yet (I'm even more excited given the release date coincides with my birthday). Although it was good to see Bilbo and Gollum playing a fresh game of riddles in the _Black Panther_ teaser as well.

A fair bit of cutting scenes in this chapter given multiple events happening at once.

 **silmarlfan1:** I doubt even Cap could've said it better.

 **Omegashark18** : I know it's been a prolonged tease, but I hope you find its been worth the wait.

 **PDXWiz** : Thanks for reading them and your kind words.

* * *

 **Chapter 29 – Showdown**

Within Dale, the last of the Super Bats had been finally been eradicated. Bloodied survivors from both sides now battled each other for control of city. Allies and invaders were now engaged in an intense street-by-street fight. Bard was among a group of Lake-men and Wood-elves in fierce combat for a key intersection. Gandalf had left Bilbo in his care. But the Hobbit's growing skill in battle also increased his self-reliance.

Bilbo used his size advantage to skirt around the edge of combat. Orcs who stood poised to claim an enemy found themselves unexpectedly killed by Sting instead. Bard glimpsed over and saw the halfling stab an orc from behind that threatened Percy. It added to the list of things Girion's heir and his subjects owed the Hobbit. If the Free Peoples triumphed, Bard intended to grant his people the full rights enjoyed by their ancestors. The Lord of Dale now decided he would make Bilbo an honorary citizen as well. The other individual who would be so honoured (who might yet agree to be Bard's consort) suddenly flew overhead.

"Wanda!" he called out to her.

Bard assumed the Scarlet Witch would want to talk to him. She instead kept moving without so much as a downward glance. The Bowman didn't take it personally. He was nonetheless curious why the Avenger was heading towards the town square. Bard then noticed something strange at ground level. Why was Hilda leading a group of other non-combatants into the fray?

"Bard!" Bilbo shouted from close-by.

The Hobbit was at a lookout with a view of the valley. Maybe Bilbo had spotted the reason for the actions of both women. Bard dispatched an orc before rushing up next to him. At first glance, the tide of battle had turned. The dwarves were on the attack and Dol Guldur's legions were in disarray. For the first time since it began, the overall battle favoured the Free Peoples.

"We may yet survive this," Bard surmised.

"And I think I know why," a more optimistic Bilbo agreed.

The Hobbit pointed at what he really wanted to show Bard. The dwarven cavalry had been all but wiped out. However, a quartet of riders had started charging through enemy ranks. Any orc in the cavalry's path was cut down or butted away by their goats. The pair of keen-eyed observers quickly identified the riders. The Company's burglar was nothing but proud of its leader and witch.

"It's Thorin," Bilbo identified the lead rider before concluding, "Wanda must've healed him." _As well as herself_ , he thought.

"He's got Dwalin, Fili, and Kili," Bard correctly named the other three.

Both now realised the Company's best warriors were riding south-west, away from the main battle.

"Where are they going?" Bilbo asked.

"Ravenhill," Bard uneasily realised.

The Bowman and the Hobbit were suddenly interrupted before they could look at the summit.

" _Da!_ " a young girl's voice cried from behind.

Bard spun around to be tightly embraced by his youngest child. Tilda and her siblings reached their father through Dale's network of back alleys. Their frightened and anxious looks stymied any anger Bard felt at them being here. It couldn't be coincidence his children and the other non-combatants had fled their place of refuge.

"Why did you leave the Great Hall?" Bard asked to find out.

"Ultron attacked us," Sigrid revealed. "He's in the city now, Da."

Understanding dawned on the Lord of Dale. Looking back at Ravenhill, the only enemy commander on the summit was Azog. Thorin and Wanda's actions represented something of a co-ordinated strike.

"They're trying to end this by taking out the leaders," Bard tied events together. "That's where Wanda was headed."

Bilbo had a troubling thought in relation to Ultron; "It might also explain why Gandalf hasn't returned."

Bard's opinion about friendly reinforcements was suddenly corrected. A mounted Legolas and Tauriel saw control of the intersection swing in the allies' favour. The pair had fought their way through Dale to find the allied leadership. Legolas and Tauriel swiftly cut down the orcs that stood between them and Bard. Sigrid and Tilda held the horse's reins after its riders dismounted.

Legolas and Tauriel left Lake-town's survivors to scout Gundabad for potential threats. That included finding out more about the mysterious 'Lieutenant'. The exotic remains littered throughout the city made it a good bet the Free Peoples already knew his identity.

"Ultron's here?" an anxious Tauriel checked.

"Wanda's just engaged him," Bard confirmed.

Tauriel's scouting companion gave the other important finding from their mission. The information was both accurate and outdated.

"Bolg also leads an army of Gundabad orcs," Legolas revealed. "It'll arrive near Ravenhill."

"Ravenhill!" Bilbo exclaimed in realisation. "That's where Thorin's headed! Dwalin, Fili, Kili – they'll all be trapped!"

Tauriel went pale at the mention of Kili's name. Another gave voice to what she desperately wanted to do.

"Someone has to warn them, Da," Bain advised his father.

Bain's family weren't the only ones aware of his impulsiveness. Bilbo correctly read his advice was really an offer to volunteer. The Hobbit's conscience also knew the task didn't belong to Bard's son.

"I'll go," Bilbo said firmly.

The announcement threw the others. Bilbo immediately turned and left to prevent them from stopping him. Bard still got off a warning.

"They'll see you coming a mile away!" he blurted out.

Bard knew how much the Hobbit meant to the Scarlet Witch. He couldn't imagine Wanda's grief if Bilbo was killed. However, unlike Wanda, Bard was ignorant of something critical.

"No, they won't," Bilbo calmly disagreed.

The Hobbit quickly hid behind a wall and slipped on his ring.

* * *

An exhausted Gandalf stood on the brink of defeat. For all the spells he cast, none had left so much as a scratch on Ultron. Glamdring had proved equally ineffective against the automaton's armour. By contrast, Ultron was tireless. Gandalf was now struggling to parry the relentless tide of magical and physical attacks. In a desperate move, the wizard pushed Ultron back with a magical blast. Gandalf dipped his staff in the flames of a burning cart standing next to him. He cast a spell before flinging the flames in Ultron's direction.

Ultron was engulfed in a large blanket of magically enhanced fire. He soon disappeared as the flames leapt and expanded. Seconds passed but there was no sign of the automaton. Gandalf gave a tired cry as his shoulders slumped in relief, hoping his foe had been defeated. In truth, Ultron had been waiting for him to drop his guard. Ultron leapt out of the flames and punched the wizard's face. The force of the blow caused Gandalf's sword and staff to fall from his grasp before his person hit the ground. Ultron's tone was menacing as he towered over his battered and bruised opponent.

"Where's the hobbit?" Ultron demanded.

Bleeding profusely from the nose, the Grey Wizard did more than not tell.

"You most desire what Sauron does," Gandalf croaked in disdain about the One Ring. "I thought there were no strings on you?"

Ultron made to kill him. The automaton was suddenly flung back following a bright flash of red light. Gandalf's eyes closed as his rescuer landed next to him. The Scarlet Witch sensed her Middle-earth mentor was unconsciousness. The bitter comfort was now being the sole focus of her Earth archenemy.

"Good to see you too, Wanda," Ultron dryly renewed their acquaintance.

Wanda remained silently resolute as her former ally got back up. Ultron guessed what she was thinking by the look on her face.

"What's the matter?" Ultron sarcastically enquired. "Still can't look inside my head?"

All Wanda could detect was a malevolent blackness like Radagast encountered with the Necromancer. Fortunately, telepathy wasn't the limit of her powers.

"I'll try another way," Wanda retorted.

The Sokovian tried ripping open Ultron's helm with her telekinesis. She was slightly taken aback as the helm seamlessly held together instead. Ultron disrupted her attack with a low powered blast. Wanda's armour ensured she was only slightly winded. Ultron had demonstrated he couldn't be easily bested. He now made to reclaim what the Avengers had stolen from him.

"It doesn't have to be like this, Wanda," Ultron began his pitch. "We were a pretty good team on Earth. No reason we can't be one here."

The Scarlet Witch couldn't help but be angered by his callousness.

"Join you?!" she was incredulous. "After what you did to Pietro!"

Wanda directed a large chunk of masonry at her brother's killer. Ultron stopped it with his fist, splitting the chunk in two. He sent both halves hurtling with his sorcery. Wanda hastily raised a hex shield to deflect them. The attack was merely a feint on her enemy's part. Ultron instantly followed with a burst like that of a drone sphere. While strong enough to deflect masonry, Wanda's shield couldn't withstand the burst. Ultron's main attack collapsed the shield upon impact. The resulting force saw Wanda fall flat on her face. Her attacker resumed his twisted attempt at reconciliation.

"What happened to Pietro was unfortunate," Ultron absolved himself of blame. "I wasn't even aiming at him. But like it or not, I'm the only one left who understands you."

Wanda had been in Middle-earth for seven months now. However, in many ways, it also marked the continuation of an earlier journey. One that began when she stepped outside a certain door in Novi Grad.

"Then you don't understand me at all," the Scarlet Witch declared as she pushed herself up. "Because while I live, and until I die, I am an Avenger!"

The burning cart struck Ultron before he knew it. Like Gandalf's spell, Wanda's attack saw the automaton covered in flames. The Sokovian attempted to increase their intensity by wrapping Ultron in a telekinetic bubble. The automaton broke free by levitating backward, extinguishing the flames as he rapidly spun in flight. Ultron solidly landed facing Wanda. The square erupted into a kaleidoscope of red and green energy as the former allies duelled.

Ultron was quickly subjected to the increased power he'd earlier admired. Wanda unleashed a withering barrage of energy bolts at him. Ultron initially used his blasts to intercept them. His opponent's rate of fire saw some bolts slip through his defences. Ultron grimaced at each one that pelted his exterior. Deep down, he still wanted the Scarlet Witch to join him. But her defiance and increased power meant the process would be one of attrition. Wanda's spirit first needed to be broken.

Wanda ceased attacking as Ultron fired a concentrated energy beam. This time, her responding hex shield was more than strong enough to absorb it.

"You should've never left those dwarves," Ultron warned as their powers clashed.

"You think I need their protection?" Wanda scoffed.

As if to underline the point, she firmly thrust the shield outward. The resulting energy wave disrupted Ultron's energy beam as he rocked backward. His response was to summon what the Free Peoples deduced to be his final solution.

"Quite the opposite," Ultron replied.

* * *

With Thorin leading his detachment to Ravenhill, the rest of his followers remained with their kin from the Iron Hills. Their presence helped Dain's army maintain the momentum from the Company's entry into the battle. Despite being outnumbered, the reinvigorated dwarves had almost pushed back Dol Guldur's legions halfway down the valley. Thorin's followers were particularly ferocious in their attacks. They desperately wanted to clear a path to Dale – both to link up with allied forces and to aid their witch against Ultron. Ironically, it was the automaton's deadliest warriors who ended up clearing their path to the city.

A chill wind blasted out from one of the tunnels over the ranks of the dwarves and their foes. Many combatants halted as the tunnel entrance took on an eerie glow. It was all due to what Ultron read about the Battle of Pelennor Fields. One unit that took part in it impressed him more than any. Much as it bruised Ultron's ego, there was only one - worse, a human - who could summon the Army of the Dead. The automaton subsequently decided to create some Oathbreakers of his own.

Five hundred blue spectres poured out of the glowing tunnel with a malevolent hiss. Ultron had managed to raise them from the skeletal remains littered throughout Dol Guldur. Not all those executed in Dol Guldur were Sauron's enemies. In life, the spectres had been human servants of the Dark Lord before earning his displeasure. Sauron had been ecstatic by his Lieutenant's success at pressing them back into service from beyond the grave. What Sauron didn't know was where the spectres' allegiance ultimately lay. Ultron won it by promising they could have revenge on their executioner. That included destroying Sauron's forces as well as those of the Free Peoples when the time came. Given their former master's betrayal, it wasn't surprising which side in the battle felt the spectres' wrath first.

The spectres cut a swathe of death through the legions of Dol Guldur within in the valley. Orcs fell where they stood as their life forces were instantly drained. Orkish cohesion snapped as they routed in terror from their notional allies. Even Azog's bowels turned to water as the spectres swept all before them. Part of him hoped this turn of events was due to incompetence on Ultron's part rather than design. If only because the Pale Orc stood no more chance against the spectres than any of his subordinates.

Dain's army had halted on the spot. The destruction of Dol Guldur's legions brought no joy to them. They would be sharing the same fate at the spectres' hands within minutes. Not even Wanda's telepathic warning settled the nerves of Thorin's followers. That warning had left out a crucial detail.

"Wanda mention to anyone how to stop these things?" an anxious Nori hoped one of them did.

The Scarlet Witch knew about the spectres within moments of Ultron summoning them. The ghostly force was spotted immediately by combatants at various points throughout Dale. The Sokovian's telepathy easily sensed the feelings of terror and dread permeating throughout the city. Despite this, Wanda kept facing her immediate enemy. Ultron took her inaction as a sign his former ally knew the battle was lost.

"You know you can't stop them," Ultron inferred about the spectres.

"It's not my job," Wanda sneered before sending the agreed signal. _Now, Vision!_

The android swiftly phased out of Dale's foundations and took to the sky. Ultron's exasperated reaction echoed throughout the surrounds.

"OH, FOR GOD'S SAKE!"

Bard immediately remembered a solemn promise.

* * *

The orcs in the valley had been reduced within minutes to a fraction of their original size. None of them were fighting. Every orc was desperately trying to flee the battlefield. With the legions of Dol Guldur decimated, Ultron's spectres swirled north towards their next target.

Durin's Folk stood their ground as the blue tide of death rushed towards them. Partly because the orcs demonstrated escape was futile. But more because dwarven honour proved stronger than their fear. Unlike cowardly orcs, no dwarf wanted to die fleeing before an enemy. Several of the Company's threatened to be among the first dwarves killed. The spectres were within yards of the dwarven line a dazzling beam of golden light shot down from the heavens.

Vision halted the spectres' advance with a prolonged energy beam that cut through their ranks. Potent by Middle-earth standards, Ultron's sorcery was still nothing compared to the Mind Stone. Spectres released an unearthly wail as they were vaporised on the spot. All dwarves looked upward wondering if Mahal himself had intervened on their behalf. Whatever form their creator took, most were pretty sure it wouldn't be of a strange red-skinned man.

"By my beard who is that?!" Bofur expressed his confusion.

Others had paid closer attention to Wanda's descriptions of her fellow Avengers. Excitement and relief overcame the Company's youngest dwarf nonetheless.

"It's Wanda's friend!" Ori blurted out in answer. "Visual!"

The Scarlet Witch didn't waste a second protecting her fellow Avenger from interference. A stream of psionic energy wrapped around Ultron's legs like a lasso.

"So, another plan's blown up in your face," Wanda mocked his reaction to Vision. She yanked on her telekinesis that saw Ultron crash flat on his back. "Klaue was right."

Ultron gave the observation a confused look. It was Wanda prefacing the perfect insult to keep the automaton focused on her.

"No matter how many versions you build," she coldly explained, "you're nothing but a cheap imitation of Iron Man."

Ultron's eyes blazed in anger. " _You bitch!_ "

In his wrath, Ultron broke free in an explosion of sorcerous energy. Wanda was flung away from the blast as it shook nearby buildings. The Scarlet Witch scrambled off the ground as Ultron stormed towards her. The Sokovian's insult had more than drawn his attention. After being compared to Stark, Ultron's feelings towards Wanda changed from possessiveness to murder.

"If you want to be an Avenger, then that's how I'll treat you!" he raged.

Wanda raised a hex shield as Ultron unleashed his power. Her shield was subject to a relentless barrage of energy, magic, and psionic attacks. Ultron's sustained assault didn't allow even a millisecond for Wanda to counterattack. The pair's intensity was such they didn't notice another combatant had entered the square. An arrow deflected harmlessly off the right side of Ultron's head. Ultron glared at the offending archer who stood just yards away.

Bard defiantly drew another arrow despite his inner fear. Confronting Ultron almost certainly risked Bard's children becoming orphans. Their father, though, was also a rare man of principle. Bard gave his word to Wanda to stand alongside Ultron. And unlike Thorin, Bard didn't have the excuse of dragon-sickness to break it. Such solemnity was beyond Ultron's understanding. No situation was above the automaton's dark irreverence.

"Seriously?" Ultron mocked how Bard tried to hurt him.

Bard's momentary distraction was all the opportunity the Scarlet Witch needed. Wanda thrust her shield forward with a resounding clap. Ultron stumbled back as the psionic wave terminated his attack. As the Lord of Dale rushed to her side, Wanda hit their enemy with a torrent of concentrated energy. Bard resumed firing at Ultron in a show of support. Another close ally of Wanda's now returned to the fray.

After regaining consciousness, Gandalf stood and grabbed his staff. The Grey Wizard pointed it and cast a telekinetic spell. Ultron reflexively raised his arms in protection as the invisible force added to the attacks on his person.

"Your darkness didn't prevail on Earth," Gandalf declared the automaton's doom was at hand. "It will not prevail here!"

For the first time since the battle started, Ultron began to worry. Bard's arrows were merely symbolic. But Ultron found himself struggling against Wanda and Gandalf's combined strength. The upshot being he'd be overwhelmed once Vision joined them. Fortunately for the automaton, his foes had made a critical miscalculation. Ultron responded to Gandalf before deploying his most powerful weapon.

"Then I'll use my Unlight," Ultron announced its use.

A black vapour shot of Ultron's palms. A seething mass of opaque darkness instantly swallowed Wanda, Gandalf, and Bard. Having cut short the trio's attacks, Ultron allowed himself a moment to enjoy their demise.

Ultron learnt about Unlight while conducting his weapons research. Unlight came solely from Ungoliant who used it as a cloak and weapon. A web of all-encompassing darkness, Unlight could torture a being even as powerful as Morgoth. The automaton managed to secretly extract an approximate formula from great spider webs. The Unlight he created was potent enough to carry out his self-defined mission and overthrow Sauron. However, apart from needing to be properly filtered and contained, Ultron's greatest weapon came with a major weakness.

Ultron's supply of Unlight was limited to how much he could internally store. Creating more within the bounds of Dol Guldur would have drawn Sauron's unwelcome attention. Ironically, the Dark Lord had indirectly provided the means of resolving the issue of supply. The One Ring augmented the powers and abilities of its wearer. Combined with his Unlight, Ultron believed the Ring would allow him to defeat even Vision. All that stood in the way of his final solution for Middle-earth was the Ring-bearer's whereabouts.

Ultron swiftly levitated away from the square. Cruising above Dale's rooftops, he saw no sign of Bilbo. The automaton did get a very good view of what was happening in the valley though. His spectres wouldn't last long against the power of the Mind Stone. But there were other ways of keeping the android tied down – particularly given his professed like of humans.

Fighting at various points throughout Dale abruptly ended as Unlight rained down from above. Ultron's bombing was indiscriminate, with orcs being hit as much as the Free Peoples. Victims were silently consumed in a web of entropy. Nor was there any escape for those not directly hit. Reflecting Ungoliant's nature, the Unlight slowly began spreading as it devoured all light in its path.

A frustrated Ultron still couldn't see any sign of the Hobbit. It was then the automaton spied an opportunity to take out another enemy instead.

* * *

Vision landed amongst the spectres. They quickly discovered Vision's life energy to be unlike any in Middle-earth. Spectres who touched him were immediately obliterated, their ghostly forms unable to absorb the power of an Infinity Stone. Just like against the Nazgul; Vision switched to and from intangibility in the blink of an eye. Close-by enemies he ripped apart with his hands while blasting away others at range. The spectres now reversed roles with the orcs they had destroyed just a short while ago. They scattered in all directions attempting to escape permanent oblivion. Not even their ghostly forms could outrun Vision though. He took to the air once more, efficiently destroying spectres from above.

Azog was left reeling by the android's display. Impossible as it was to believe, this enemy was more powerful than the spectres and (given Ultron's reaction to his appearance) likely their creator as well. But this was a battle whose complexion changed by the minute. The Defiler sighted Thorin and his mounted escort closing in on Ravenhill. Azog's thoughts went into overdrive as he furiously weighed up the tactical situation.

After destroying the spectres, Vision would almost certainly engage Ultron next. Oakenshield and his nephews would be assaulting Ravenhill at the same time. Azog had something of a window to claim what he most wanted. The Pale Orc could then escape before Vision came for him. The only downside was not being able to witness Ultron's destruction.

"Release the wargs," Azog directed one of his guards.

The only dwarf Wanda had told about Vision hadn't stopped charging towards Ravenhill. It was why Thorin resolutely told Fili, Kili, and Dwalin to keep moving even as the spectres were poised to annihilate their kin. If anything, it made taking out the enemy leadership even more urgent. Summoning the dead showed just how powerful Ultron was. Thorin's faith the automaton couldn't withstand the Scarlet Witch and Vision still didn't waver though. The onus was now on the Dwarf King and his best warriors to kill the Pale Orc.

Thorin's riders crossed the frozen Celduin over the bridge that joined Ravenhill with the valley. The summit was reached by a winding series of staircases carved into the hillside. The slopes were also dotted with man-sized entrances into various tunnels and chambers within the interior. The four dwarves were about to commence their ascent when they were greeted by an all too familiar howling. The wargs part of Azog's bodyguard charged downslope towards them. Kili quickly estimated at least twenty. Despite the group's skill, his uncle's plan to take out Azog hanged in the balance. The wargs had both the numbers and momentum as they bore down on their master's desired prey.

Vision had just eliminated a batch of spectres before noticing Thorin's riders were in danger. The android rapidly flew to intercept the wargs. Thorin's riders were about to meet them head-on when Vision's energy beams cut down the wargs instead. The android then flew across the battlefield once more; descending into the were-worm tunnels in pursuit of the remaining spectres.

Thorin's riders still faced dozens of orcs. They nonetheless felt nothing could stop them from reaching the summit now. Vision's aid made Fili remember a rebuke in the Lone-lands.

"Still think Wanda's friends can't help us?" Fili playfully needled his uncle.

* * *

Thranduil stood forlorn among a sea of Silvan corpses. So many of his warriors had died far from their forest home. Too many had their immortal lives cut short while defending mortals. The Elf-king was in denial about the true reason for the ashen taste in his mouth. Thranduil's conscience was guilt-ridden over the cost of trying to retrieve his wife's necklace. Such guilt was temporarily relieved as Feren arrived with urgent news.

"Milord, Vision has defeated the spectres," Feren reported before speaking of a threat both ancient and new. "But Ultron has released Unlight."

Given their ongoing struggle with giant spiders, Wood-elves were familiar with the legends surrounding the spiders' progenitor. The King of the Woodland Realm initially couldn't believe his herald's report. The horror of Unlight had supposedly ended with Ungoliant's demise.

"Unlight?" Thranduil checked to be sure.

Feren nodded. "The whole city will be covered in it."

Thranduil's face betrayed no emotion. Pride had blinded him to Ultron's destructive genius. Despite the odds remaining slim, the Wood-elves still had a better chance of surviving that genius within their own borders. The Elf-king decided to cut his losses.

"Recall your company," Thranduil ordered.

Feren blew the same horn used to close the sluice gate. This time, a group of Silvan promptly arrived to escort Thranduil through the city. Not that he really needed them against lesser threats. Thranduil didn't even break stride as he dispatched an orc who tried to ambush him. Once he'd reached the main gate, the Elf-king would summon what was left of his army before double-timing back to Mirkwood. That plan hit an immediate problem. Thranduil entered a narrow laneway only to find his path blocked by a recently banished subject.

"You will go no further," Tauriel defiantly told him. "You will not turn away – not this time!"

Thranduil's contempt for Tauriel equalled that of his for Durin's Folk.

"Get out of my way," Thranduil scorned in response.

"You would abandon the others?" Tauriel guessed her former king's intentions.

The Elf-king subtly began closing the gap between them. There was time to humiliate Tauriel by mocking her feelings.

"Why not?" Thranduil haughtily retorted. "Eventually all mortals die. Today, tomorrow, one year hence, a hundred years from now – what does it matter? Their lives mean nothing."

An incensed Tauriel nocked an arrow at Thranduil. Banishment allowed her to finally voice a long-held opinion. The King of the Woodland Realm was deader than any mortal she had encountered.

"You think your life is worth more than theirs, while there is no love in it?" was Tauriel's scathing assessment. "There is no love in you!"

Thranduil's imperious façade cracked for the first time in millennia. It had been masking how much he was heartbroken by his wife's death. The pain drove him to become emotionally detached. Unfortunately, such detachment also cut himself from emotions like love, joy, and compassion. Mortal or immortal, it was emotions that separated _life_ from mere existence. Tauriel had successfully made the Elf-king realise this. However, it also painfully rebounded on her.

Centuries of pent-up grief and anger exploded within Thranduil. He swung his sword like lightning and cut Tauriel's bow in half. Thranduil instantly pointed his blade against Tauriel's throat.

"What do you know of love?!" Thranduil's voice cracked. "Nothing! What you feel for that dwarf is not real!"

Tauriel's eyes welled with tears at the accusation. Thranduil didn't relent. Compared to what he and his wife shared, Tauriel's feelings for Kili were nothing but infatuation.

"You think it is love?!" Thranduil disparaged her right to judge him. "Are you ready to die for it?

Tauriel feared she was about to be put to the test. From her left, Orcrist suddenly rested atop the Elf-king's sword. After the legendary blade pushed away his own, Thranduil looked at its wielder.

"Abandoning the others makes us no better than Ultron." Legolas said matter-of-fact before offering Tauriel; "The dwarves need more than Bilbo's help. I will go with you to Ravenhill."

The pair hurried away. A shattered Thranduil believed his son had lost all respect for him. Fate now dealt a cruel blow. No Silvan had noticed who had been silently observing events.

"Better than me?" Ultron snorted from an adjacent rooftop. "You're not even my equal."

The automaton had initially intended to kill Thranduil. Staying his hand allowed Ultron to learn where the One Ring was headed. Initially caught off-guard, Thranduil's escort instinctively fired a volley to protect him. Their arrows proved as useless against the automaton as Bard's. Ultron's response unwittingly verified Wanda's comparison in the square.

"Guys, we need to talk," he said before firing a barrage of energy blasts that instantly killed Feren and his company. "Good talk," Ultron derisively saluted them before flying towards Ravenhill.

Alone, Thranduil felt utterly crushed. He had come to Erebor with his army confident of reclaiming the White Gems of Lasgalen. Now it seemed he would die here alone having lost everything that truly mattered.

* * *

Dain's army had just come to terms with Vision's intervention. In just minutes, the android had cleared the valley of enemies. The dwarves now had the luxury of deciding where to lend aid. Those of the Company still respected that decision lay with the Lord of the Iron Hills.

"What now, milord?" Balin addressed him.

"Call me 'Dain', you old duffer," Dain inimitably said. His command decision underscored how he saw Balin as his equal. "I'll take half the lads into the city. You lead the rest and help Thorin."

The decision to split forces was dramatically overturned. Further up field, another of Thorin's followers looked over his shoulder.

" _Behind us!_ " Dori yelled in alarm.

Five thousand orcs were now streaming down the western mountain stope. Occasionally, some fell off the precipice to their deaths. But the vast bulk quickly followed the rocky paths into the valley. These orcs were lighter armed than their armoured counterparts; allowing them to move faster and better scale the mountain. It was all part of Ultron's plan to cut off his enemies from all sides.

Bolg was first into the valley accompanied by dozens of elite Gundabad Berserkers. The rest of the orcs followed as they fiercely charged over the corpse-strewn field. Not even what happened to the spectres did Bolg hesitate to attack. For even Morgoth needed aid to escape Unlight. As far as Bolg knew, Ultron had the power to defeat the strange, red-skinned interloper.

Already past the point of exhaustion, Dain's army had been forced on the defensive once more. But, in a reversal of the day's events, Durin's Folk were the ones who had to block passage into the city. Without the aid of either Avenger, even the stoutest of dwarven warriors felt the task beyond them.

"If only they charged a few moments earlier," Gloin lamented to his brother.

* * *

Bilbo's ring allowed him to pass unseen by all combatants. Given the way the ring also enhanced one's senses, the battle around him looked almost ethereal. Warring elves and orcs appeared like beings of light and shadow. In the sky above, Vision shone like a golden spirit. His energy attacks on the spectres resembled sunbeams melting a dread icy mist. Such attacks gave Bilbo the confidence to keep running regardless if the spectres could see him.

The Hobbit began ascending Ravenhill's main stairway. He saw Thorin's riders halfway up the slopes, hacking down any orc who got in their way. Bilbo reached a landing on the eastern face as the stairs twisted their way up. To his left was one of the many entrances into the hillside. Bilbo halted in shock after what he saw to his right. A large and ominous shadow was moving south through the valley. The Hobbit despaired his journey to Ravenhill had been for nothing.

Bolg's horde crashed into the thin dwarven line. Dain's army held no advantage despite being the more heavily armoured. Apart from fatigue, they were also outnumbered five to one. Those few veterans of the Battle of Azanulbizar felt they were reliving a nightmare. Dwarves kept falling as the enemy ruthlessly drove them back. Bolg imitated his father; crushing dwarves at will with his mace. Observing this, Bilbo found himself directly threatened by an even greater foe.

Nearly half of Dale was now covered in Unlight. Out of the abyss soared a demon of black fumes and burning red eyes. Bilbo knew he wasn't really perceiving a demon – only a being he found equally as terrifying. The Hobbit immediately rushed through the entrance behind him. Invisible or not, Bilbo preferred taking his chances in the darkened interior than out in the open against Ultron.

Ultron was soon hovering close to where his prey had stood moments before. He had little problem calculating how far a halfling could run. The automaton only cursed not being able to detect even a basic heat signature. While looking for any sign of the ring-bearer, Ultron caught a glimpse of the summit. His eyes narrowed in displeasure at what he saw.

* * *

Ravenhill's main stairway eventually joined a parapet on the plateau. The parapet was also connected to the interior by two doorways. It was here Thorin's riders dismounted before engaging the remaining orcs blocking their path. The dwarves' goats fled from the swift and fierce struggle that ensued. After the last orc was killed, Thorin and his escort looked across the frozen stream at the enemy's command post. The only thing standing atop the ruined tower was Ultron's signalling system.

"Looks empty," Fili dared to hope. "I think Azog has fled!"

The four weren't unaware of events in the valley. If the Pale Orc had abandoned the field, Kili believed they immediately needed to return and aid their kin. His uncle also knew Azog never gave up easily.

"I don't think so," Thorin warily decided they had to be sure. "Fili, take your brother. Scout out the towers."

"Let me save you the bother," a sonorous voice interjected.

The dwarves jolted in surprise. Before Thorin knew it, his eldest nephew was grabbed by the throat from above. Ultron landed on the summit within a heartbeat. Fili dangled haplessly in his right hand, Ultron's eyes burning into his. Thorin's next-in-line proved valiant and selfless to the end.

"Go!" Fili urged his companions to flee the automaton. " _Run!_ "

Fili's cries saw Azog and his remaining bodyguards rush back to the command post. Upon seeing the command post was abandoned, Ultron assumed they were hiding from Vision. In truth, the Pale Orc had been waiting in the tunnels below attempting to draw the dwarves into a trap. Not that Azog's superior would have believed him.

"This is for abandoning your post," Ultron coolly reprimanded.

Ultron broke Fili's neck before casually tossing him over the edge. Fili's companions were already beyond anguish as his corpse hit the ground. As was Azog – for being deprived of making the kill. Ultron merely noted his reaction.

"I guess you'd better kill Oakenshield before I do," he flippantly warned Azog to get on with it.

The Pale Orc wasn't the first combatant to respond. Grief and fear quickly turned to rage before Kili charged across the ice. Nothing but killing Ultron would satisfy Fili's murder. Like what happened to Wanda, the automaton had killed his older brother. Despite feeling no less grieved; Thorin knew that no dwarf had the power to best Ultron.

"No, Kili!" Thorin tried calling him back.

Confident that Thorin and his surviving retinue would soon be disposed of, Ultron resumed his search. Kili didn't stop running. The sight of Ultron levitating away only hardened his desire to make someone pay for Fili. Kili got an outlet as soon as he reached the opposite bank. Azog's bodyguards poured towards him from the ruins above. Kili went into a frenzy as he cut down the first two who engaged him. However, these orcs were a class above their regular counterparts. To more experienced dwarves, only one thing was more ill-advised than attempting to fight such warriors alone. It was fighting them alone while also blinded by grief and rage.

Thorin had desperately chased his surviving nephew across the ice. There was still time to extricate Kili before he was surrounded. The Dwarf King ran up a narrow flight of stairs. Kili was just ahead fending off a pair of orcs. Thorin quietly wondered why none of the bodyguards were moving to engage him. He soon found out it was due them obeying standing orders.

Thorin was almost blindsided as Azog burst out of a nearby tunnel. The Defiler swung his mace with a bloodthirsty roar. His opponent just evaded it, causing the mace to smash a large rock instead. Thorin countered with his sword only for Azog to parry it with his bladed arm. The latter had suffered countless humiliation at the hands of Ultron. Fili's death had also spurred the Pale Orc into a fury. Azog vowed to claim what he most desired no matter the cost.

To Thorin, the Defiler's wrathful focus made him more fearsome than ever. The Dwarf King only had split second to fend off the attacks of his nemesis. Thorin couldn't even spare Kili a glance such was their power and frequency. The other surviving member of Thorin's escort had been thrown into a similar position just moments before.

Dwalin made to follow Thorin in aid of Kili. The veteran had only taken a couple of steps when a series of familiar clicks and screeches echoed out the entrances part of the parapets. A small company of goblins had been positioned in the interior to ambush any enemies traversing through it. The sound of battle drew the goblins out onto the plateau instead. Dwalin defiantly wielded his two-handed axe in defence. The corpses of decapitated goblins began piling in front of him. However, not even as great a dwarven warrior as he could hold out against such odds for long. Dwalin stood poised to fall when he suddenly received some unexpected aid.

A goblin was instantly killed as an arrow penetrated its neck. Another followed suit not a second later. Dwalin glanced towards the stairs as Legolas and Tauriel ran onto the plateau. The pair's Elven agility had been pushed to the limit to aid Bilbo and the dwarves as quickly as possible. Tauriel cut down a handful of goblins with her knives. Seeing Kili's predicament across the ice, she immediately raced to aid him. Legolas continued using his bow as he and Dwalin engaged the remaining goblins. A relieved Dwalin hoped more aid was on the way, even if it was Silvan.

"Any more of you coming?" Dwalin asked while they kept fighting.

While climbing their way to the summit, the two Elves hadn't failed to notice what Ultron had released on Dale. Part of the Prince of the Woodland Realm lamented how he'd last spoken to his father.

"I fear we're the only ones left," Legolas grimly answered.

* * *

Vision eradicated the last of Ultron's spectres deep underground. The android quickly returned to the surface by the same tunnel he had exited it. He rapidly assessed how the battle had unfolded in his absence. The Free Peoples' position was now worse than when the spectres first appeared. Dain's army stood on the brink of collapse. Thorin and Azog were locked in mortal combat as Ultron ominously circled Ravenhill. Vision nonetheless saw where his aid was most needed. For a microsecond, the android felt a human-like guilt as he sped towards Dale. How many lives had been lost due to his error about Ultron's most powerful weapon? Vision first had to know if the death toll included his fellow Avenger.

The first Unlight used had grown to encompass the whole town square. Vision halted mid-air before firing an energy beam. At first, his attack failed to pierce the primordial darkness. Only after increasing the beam's power did the Unlight grudgingly rollback. The square was unveiled as the light of Mind Stone burned away the darkness. The first thing Vision spotted was a compact red sphere.

Wanda dropped the hex shield protecting her, Bard, and Gandalf as the Unlight dispersed around them. She summoned it just before Ultron's attack had managed to engulf them. Since then, the trio's experience was like dropping into an oceanic abyss. Wanda strained as her shield buckled under the increasing black pressure. And while protecting from physical harm, her shield couldn't completely filter the accompanying aura of dread. Pale and shaken; the trio needed a few moments to recover as Vision landed next to them.

"What…what was that?" Wanda panted.

"Unlight," Gandalf said before sucking in a deep breath. "A creation of Ungoliant's…One capable of consuming light itself."

Vision simultaneously analysed the Unlight while dispersing it. The darkness destroyed life while leaving structures intact. Its summoner could also expand and retract it at will to avoid friendly casualties. Vision reflected it wasn't surprising Ultron chose it to be his swift and terrible sword. Inventing the near-perfect chemical weapon would have appealed to Ultron's ego.

"Half the city's covered in it," Vision reported before taking leave. "I must stop it before it spreads any further."

The android took off as those left behind finally caught their breath. Bard's attention turned to another important absence.

"Where's Ultron?" he asked aloud.

"Searching for Bilbo," Gandalf sombrely informed.

"Why?!" Bard was shocked.

Bard's emotional reaction told Wanda's telepathy where Bilbo had headed. Gandalf's gave the reason Ultron was after him.

"He has the One Ring!" Wanda gasped at the revelation.

"If Ultron gets it," Gandalf warned, "there'll be no stopping him."

The Scarlet Witch knew, Ring or not, Bilbo faced immediate danger. That meant confronting Ultron without Vision's aid. Despite this, she didn't want Gandalf and Bard risking their lives any further against the automaton. The distance between Dale and Ravenhill provided the perfect excuse.

"Take care of everyone here," Wanda firmly hinted to Gandalf and Bard.

Before the pair could speak, the Scarlet Witch levitated to her final showdown with Ultron.

* * *

Tauriel attracted a bodyguard's attention. She swiftly dispatched it with both her blades. Looking around the tower, she spotted Thorin and Azog's duel to the death. But there was no sign of Thorin's nephew.

"Kili!" Tauriel called out to him.

Kili's reply didn't just indicate he was close.

"Tauriel!" he desperately replied.

Kili had cut a path to a large landing. Initially vacant, Kili realised too late he'd walked into a trap. Orcs streamed towards him from the adjoining tunnels and stairs. As his uncle feared, Kili's impetuosity resulted in him being surrounded. Azog's bodyguards moved in for the kill. Kili dispatch two to his front as another pair closed in from the rear. The young dwarf was moments from death when his would-be killers were cut down from behind instead. There wasn't time to acknowledge his rescuer as orcs surrounded them.

Tauriel and Kili fought back-to back as the orcs attacked. For the first time in centuries, an Elf and Dwarf fought alongside each other as one. The pair's defence was so fluid it soon resembled a dance. Orc corpses swiftly mounted under the blur of Kili's sword and Tauriel's daggers. Unfortunately, their unflinching display attracted the wrong sort of attention from above.

Ultron had swept up and down Ravenhill in his search. He concluded Bilbo must be hiding somewhere in the interior. The automaton was weighing up which tunnel to use before observing Azog's rapidly dwindling bodyguard.

"Do I have to everything myself?" Ultron impatiently muttered.

Kili slew the last bodyguard with a thrust to the stomach. The only remaining orc on the summit was the one Thorin was fighting. Before leaving to help, Kili gave some delayed thanks. He displayed the same grace possessed by his uncle.

"You risked coming here just to help me?" Kili humbly asked Tauriel.

Tauriel recanted a denial made on the shores of the Long Lake.

"Because I understand," she confirmed what Kili told her.

Kili's eyes joyfully lit up. The last thing he ever saw was Tauriel's smiling face. Ultron shot him in the back with a blast of sorcerous energy. Tauriel was frozen in shock as Kili's corpse hit the ground. Shock quickly turned to anger as Ultron then landed in front of her. She threw her left dagger that deflected harmlessly off his head. Tauriel tried driving the other into his chest. For all Tauriel's quickness, her reflexes were slow compared to Ultron's. The automaton effortlessly caught her wrist one-handed. Tauriel vainly tried pushing against his metallic grasp. Ultron's reaction was more amused than anything. It was from earlier overhearing an argument about love.

"Well, at least you proved Thranduil wrong," Ultron mocked Tauriel's willingness to die for it.

Ultron then noticed something out the corner of his eye. Tauriel received a stay of execution.

"I guess I can let you savour the moment," Ultron granted it.

Tauriel screamed in agony as the automaton broke her wrist. She collapsed next to Kili as Ultron swooped on the opposite bank.

* * *

Bard had last seen his children while they were making him proud. Sigrid and Bain managed to persuade the non-combatants cease fighting and help the injured instead. The siblings led them in bringing wounded Men and Elves away from the fighting to Dale's ruined infirmary. Tilda sat in its gardens continuing to mind Legolas's ride. The horse contentedly munched on the wild grass throughout. For a brief while, Tilda forgot about the battle taking place. That changed as the horse began to shuffle nervously on the spot.

"What's wrong, boy?" Tilda tried soothing him.

A multitude of frightened cries echoed from close by. Tilda saw a large crowd of Lake-men running in panic towards the infirmary. Bain and Sigrid were among them. Tilda was at first scared the orcs had broken through again. Her brother and sister were trying to escape something far more terrifying. A mass of Unlight appeared behind the crowd, threading its way through the ruins towards the infirmary. Tilda's voice joined the chorus of terrified screams.

The expanding Unlight had left the Lake-men nowhere else to go. Those not fast enough were swallowed by the encroaching darkness without a trace. Those who outran it would soon be joining them. Neither did the infirmary offer any chance of shelter. For the tinniest crack was all Unlight needed to seep inside a structure. Even Legolas's horse seemed to realise there was no escape – rearing on its legs but not bolting.

Bain and Sigrid managed to reach their reach their sister with the Unlight just yards away. The siblings were locked in a final embrace as the seconds started dragging by. They tentatively glanced to see what was taking their doom. Like their fellow Lake-men, the children's jaws dropped at the reason for their miraculous delivery.

An airborne Vision swept his energy beam along the length of the Unlight. Like in the square, the darkness began evaporating. The relieved Lake-men cheered at the second Avenger who had won their esteem. Vision didn't acknowledge them. He needed to keep attacking Unlight needed least it regrow. The android glided out of sight as he kept driving it away from the infirmary. With the adjoining streets clear, the Lake-men were soon joined by a different hero of theirs.

"Sigrid!" Bard called out. "Bain! Tilda!"

This time, it was the father who ran towards the children. Bard sprinted through the infirmary gardens before hugging his children as one. They knew surviving their respective encounters with Ultron had been nothing short of miraculous. Bard's son also knew his father never fled from any monster.

"Is Ultron dead, Da?" Bain assumed.

Girion's heir looked at Ravenhill before revealing otherwise.

"We're all in Wanda's hands now," Bard grimly replied.

* * *

Dwalin and Legolas had dispatched the remaining goblins by the time the last of Azog's bodyguard had fallen. Like Tauriel and Kili, they planned to rush to Thorin's aid. That was until someone rushed out of the interior to join them.

"Bilbo!" Dwalin immediately worried for the halfling's safety. "What are doing here, lad?!"

The Hobbit was panting from exertion as well as his close encounter with Ultron.

"I came…to warn you about Bolg's army," the Hobbit said between breaths. "It was headed here. But they…obviously changed course."

"No, Bilbo," Legolas regretfully informed his journey had not been in vain. "The force in the valley is merely the vanguard."

As if on cue, a loud din came from the north. A wailing orc horn announced the rest of Bolg's army had arrived. Ravenhill and its surrounds rumbled to the marching of ten thousand heavily armoured orcs. The front ranks lowered their pikes in anticipation of sweeping all before them. Bilbo, Legolas and Dwalin observed the impending onslaught with spirits sapped. It resulted in them being taken by completely by surprise.

Ultron had just a small quantity of Unlight left. He needed to save it until the One Ring was his. The automaton hit the parapets with a powerful telekinetic burst instead. Legolas and Dwalin were flung down the slopes along with parts of the structure. Bilbo was slammed against a wall. Ultron landed near the Hobbit's unconscious form.

Legolas and Dwalin's fall was broken by a narrow stairway leading up to the plateau. Legolas's cat-like reflexes saw him on his feet inches from a steep precipice. Further down the stairs lay a dazed and battered Dwalin. The veteran groggily stood up to find Legolas facing him. The Prince of the Woodland Realm held out Dwalin's axe – the dwarf had dropped it on impact. For the first time in his life, Dwalin gave an Elf a nod of appreciation. It was then Wanda shot overhead towards the summit. Dwalin made to follow but was stopped by Legolas with a hand to the chest. Any newfound respect the dwarf had for the Eldar almost met a premature end.

"I'm going to help the lass," Dwalin growled at Legolas get out of his way.

It was atop Ravenhill that Dwalin felt helpless as he witnessed the battle between Wanda and Smaug. Even if it cost him his life, Dwalin wasn't going to let the Scarlet Witch face a monster alone a second time. His back was turned to a more imminent threat.

"Wanda needs us here, Master Dwarf," Legolas coolly jutted his chin at it.

After he spotted Ultron flying back to Ravenhill, Bolg sent a detachment there in support. Dozens of orcs were now charging up the stairs. Legolas and Dwalin were the only obstacle between them and the plateau. The former had used the last of his arrows against the goblins. Legolas emphatically unsheathed Orcrist before taking position alongside his unlikely ally. Dwalin noted the brightly glowing blade.

"Make sure you give it back to Thorin," he gruffly wished Legolas well.

As the pair launched a desperate defence, Ultron was close to a decisive victory. Standing over Bilbo's unconscious form, the automaton searched for the Ring. The Hobbit wasn't wearing it on chain around the neck like Frodo would. Ultron concluded it could only be in one of Bilbo's pockets. Bending down to investigate, Ultron suddenly found himself restrained in a cocoon of red energy. He looked up and saw the Scarlet Witch standing atop the parapets.

"No-one touches our burglar," Wanda spoke for the whole Company.

She used the energy cocoon to throw her archenemy away from the parapets. A twisting Ultron crashed through the frozen stream. Wanda propelled herself near the watery crater to stand between Bilbo and harm. At first, there was no sign of Ultron. She slowly treaded across the ice, trying to spot the automaton in the black depths underneath. It resulted in Wanda's attention being drawn to other things.

Ultron would soon be joined by the armoured horde closing in on Ravenhill. Azog seemed to be getting the upper hand over Thorin. Wanda briefly closed her eyes after seeing Fili's corpse at the foot of the tower. And somewhere within its ruins, she sensed Tauriel weeping over Kili's. Wanda's back was turned to the frozen waterfall when the brothers' killer returned.

Ultron broke through to the surface in an explosion of icy shards. The Scarlet Witch had to summon a hex shield to prevent them from impaling her. Ultron landed just yards in front of her. The automaton hadn't forgotten what she last told him. His twisted sense of morality came to the fore.

"Like you're even right to stop me," Ultron righteously declared. "Earth is doomed because of you."

While puzzled, Wanda was afforded no time to decipher his meaning. Ultron fired an energy beam she immediately had to deflect. As the pair resumed hostilities, Bilbo briefly regained consciousness.

"The Eagles are coming…" he murmured.

* * *

The Company had entered the battle when the dwarves were trapped between the barricade and Dol Guldur's legions. Thorin's followers now found themselves trapped with their kin between Bolg's vanguard and the Unlight. Dain's army was a broken and exhausted remnant compared to when it arrived this morning. Bolg had killed a score of dwarven warriors since launching his attack. Only one more now stood between him and Dain.

Gloin's knuckles whitened around the grip his axe. Bolg strode towards him with an ugly grin. The Company's treasurer resolved to set an example for his son no matter what.

"Bring your pretty face to my axe," Gloin challenged _sotto voce_.

Not even in his wildest hopes did Gloin expect the fearsome orc to halt. Bolg was shocked by what he saw coming from behind the dwarf. Gloin's first clue was a symphony of majestic and piercing cries in the sky above. The Company recognised the sound from when they were trapped on an outcrop in the Misty Mountains. The same flock of Eagles who rescued them from Azog's pack had come in aid of all the Free Peoples. In Dale, Gandalf proudly reflected an old friend had proven a great wizard indeed.

Radagast rode on Gwaihir at the head of the flock. The Eagles swooped down before shredding orkish ranks with their talons. Legolas and Dwalin gave an exhausted sigh of relief as an eagle decimated the orc column that had been trying to get past them. With his vanguard thrown into disarray, Bolg's confidence in Ultron's plan began to waver. That confidence quickly turned to fear. For the Great Eagles weren't the only ones Radagast had managed to bring.

Riding on Gwaihir's brother, Landroval, Beorn leapt off mid-air. The man transformed into the bear while falling. Beorn's landing scattered dozens of orcs on impact. His growl was like a drum; and he tossed and killed orcs from his path like straws and feather. Such was his wrath no orc could withstand him, and no weapon seemed to bite upon his hide. Beorn's rampage was calculated though. Just as Azog had taken away his offspring, he would end the life of the Pale Orc's. Gloin wisely backed away as Beorn delivered retribution.

Bolg desperately swung his mace. Beorn effortlessly blocked it with a front paw before striking out with the other. The force of the blow left Bolg stunned and defenceless. Before he knew it, Beorn grabbed him from behind in a bear hug. Bolg screamed in anguish as his bones and internal organs were crushed. Beorn released a thunderous roar as the spawn of Azog the Defiler died in his grasp. The loss of their leader saw the orcs in the valley break in panic. Durin's Folk cheered as the Eagles launched a relentless pursuit. In their momentary euphoria, even those of the Company forgot the battle was still very much in the balance.

Both duels on Ravenhill's summit now reached their climax. Thorin managed to slip through Azog's defences but only for a flesh wound. His pride stung, Azog responded with a headbutt that sent Thorin tumbling down the stairs. The Pale Orc rapidly pursued until taking second look at Gundabad's armoured ranks. His eyes fell on whose banner they were marching under.

"Traitors!" Azog exploded in rage.

Ultron had taken nearly everything from him – his spawn, his realm, and his place as Sauron's favourite. The Defiler now had no doubt the automaton planned kill to him. Well, not before Azog claimed the last remaining – and most important – thing that mattered to him. With luck, the Pale Orc would also have time to slay plenty of former minions as well.

Wanda, meanwhile, had been pushed to the point of collapse. Unlight wasn't just potent offensively. Its light absorbing qualities provided an effective defence against energy-based attacks. Like Gandalf; the Scarlet Witch, despite all her efforts, still hadn't so much as scratched Ultron. Wanda was struggling to maintain a hex shield against a barrage of sorcerous blasts from the automaton. It was happening when the Eagles entered the battle. Ultron kept up his attack while venting about the new arrivals.

"I'm still going to destroy the Free Peoples," he dismissively told Wanda. "Not even Vision changes that. The Ring's the only power I need."

The automaton's egotistical rant triggered Wanda's memory. His boast resembled that of another monster thought to be indestructible.

 _I am more powerful than you will ever be!_

That was Smaug's haughty claim just before meeting his end. Removing Ultron's paste off the dragon allowed the Black Arrow to strike true. Maybe the key to defeating Ultron was equivalent to loosening a scale as well? Seized with purpose, Wanda thrust her shield forward.

Ultron was taken by surprise as the shield contracted into a telekinetic pocket around his forearms. His hands involuntarily clenched into fists, curtailing his use of energy attacks. The Scarlet Witch's true intention gave Ultron pause. Within the pocket, his armour started evaporating like water droplets in slow motion. The automaton realised Wanda was trying to pick him apart at the molecular level. He frantically called on his own telekinesis to pull the metal specks back into place. A psionic arm-wrestle broke out as both combatants strained to gain the advantage. Wanda's concentration was then drawn to the other duel taking place.

Azog had driven Thorin from the tower all the way to the bank of the stream. The King under the Mountain was battered and tired. However, the Pale Orc's self-driven frenzy saw history almost repeat itself. Desperate to claim his prize, the Defiler swung his mace across too wide an arc. His enemy exposed, Thorin cut deep into Azog's wrist. The Pale Orc howled even if his remaining hand wasn't chopped off. The pain and nerve damage forced him to drop his mace. Azog retaliated with a powerful frontal kick to the stomach. Thorin crashed on his back as Azog loomed over him.

The Defiler drove his blade arm at the Dwarf King's heart. Thorin just saved himself by sliding his sword in one of the forks of Azog's blade. The Pale Orc's strength began to tell as his blade began inching forward. It was then the Scarlet Witch stretched out her left hand. Azog was stunned as his blade arm was violently wrenched away by Wanda's telekinesis. Thorin didn't hesitate to drive his sword into the Defiler's stomach. The Dwarf King leapt back on his feet as Azog fell to his knees. Thror was avenged as his grandson decapitated the Pale Orc with one swift stroke. Azog's headless corpse slumped to the ground. Thorin looked on in alarm as Wanda's selflessness now shaped to be her undoing.

Diverting some of her power broke the deadlock in Wanda's own duel to the death. Ultron's telekinesis overwhelmed her energy pocket. He broke free in a sorcerous explosion that boomed like a thunderclap. The force and noise left Wanda dazed a few seconds. It was all the time Ultron needed to close the gap between them. Before the Scarlet Witch could react, the automaton's left hand was wrapped around her throat. The Sokovian started choking as her nemesis tightened his grip. Ultron still wanted to break her spirit, if only to deny her a heroic death.

"Before killing your friends, I'll hurt them so bad they'll beg to die," Ultron vowed to Wanda. "Especially Bilbo and the children."

Wanda's instinctively reacted with a frightened look. Ultron was a pitiless sociopath; she couldn't imagine the depravities the four would be forced to suffer. The automaton guessed what the Scarlet Witch was thinking by her expression.

"I said you'd fail to save them," Ultron gloated.

There was an innocuous clang. It was the sound of Thorin striking at Ultron with his sword. The automaton gave an annoyed grunt as he battered away Thorin with his right arm. Thorin's ribs audibly cracked as he was flung back across the ice. Free of distraction, Ultron opted to give his former ally a fitting execution. Maintaining his chokehold on Wanda, Ultron's opposite hand stood poised to rip out her heart.

"Time to die, Wanda," Ultron said in farewell.

The Scarlet Witch's eyes widened after sensing thoughts for the first time since Seoul.

"No," the Avenger replied at being able to read Ultron's. "It's time for some mind games!"

Ultron realised too late what she meant. Wanda's molecular manipulation had softened his armour enough for Thorin's sword to penetrate. The Dwarf King had inflicted a small gash on the very arm Ultron had struck him with. A moment of unfiltered exposure to the outside air dissipated the remaining Unlight. The Scarlet Witch injected through the gash a concentrated whiff of psychic energy. Ultron's hands flung to his head as her hypnotic attack took hold.

 _The Avengers were in a non-descript cemetery gathered around a headstone simply marked_ 'ULTRON'.

" _Who was he again?" Romanoff asked about the deceased._

" _No idea," Hawkeye shrugged._

" _I thought Vision had something to do with him?" Thor enquired of the android._

" _I'm sorry but I can't remember," Vision apologised._

 _Banner gave him a good-natured smirk. "You're sounding more human each day."_

 _All but two of the Avengers smiled and left._

" _I've been meaning to tell you," Stark informed their leader. "I'm thinking about inventing a machine. Something that will help humanity evolve."_

" _We don't need to evolve, Tony," Rogers friendlily argued. "We just need to do better."_

 _Stark considered this a moment._

" _You're right, Cap," he agreed as they turned to join the others. "I mean, what would machine know about life anyway?"_

"Stop it!" Ultron angrily plead and demanded.

The Scarlet Witch could finally avenge her brother.

"Why?" she taunted. "You didn't see that coming?"

Wanda lashed out with all her power. Ultron was hapless as she levitated him off the ground. The automaton started glowing bright red as the energies encasing him intensified. His form became incandescent before exploding into a million pieces. Wanda used her telepathy – the final version of Ultron had been destroyed.

* * *

Within Dale, the remaining pockets of Unlight instantly dispersed. Vision concluded there could only be one cause. He shot towards Ravenhill's summit. Below him, Wanda raced to Thorin who lay sprawled across the ice. With Ultron destroyed, Vision dealt with the last remaining threat to the Free Peoples.

The armoured horde was yards away from the summit when Vision attacked from above. Their advance suddenly halted as his energy beams destroyed whole companies at a time. The orcs broke and routed with Vision in relentless pursuit. It freed his fellow Avenger to speak undistracted with the King under the Mountain a final time.

The Scarlet Witch fell to her knees before gently stroking Thorin's head. Her telepathy revealed Ultron's blow had crushed his ribcage and the vital organs it protected. Wanda's eyes moistened realising the Company's leader would soon be dead. Even after saving him from Azog, Wanda didn't feel Thorin was obligated to aid her against Ultron.

"You didn't have to, Thorin," she said dismayed.

The Dwarf King hadn't forgotten Wanda's help in forgiving himself after being freed of dragon-sickness. Now it was the Avenger who needed comfort. Wanda's telepathy would confirm he didn't regret sacrificing himself for her one bit.

"You have risked yourself for me over and over, Wanda," Thorin nobly disagreed. "How could I not do the same for the fairest…greatest witch of all?"

Wanda greeted his words with a bittersweet smile. Out the corner of her eye, another member of the Company was rushing to join them. Thorin's dying wish had been granted.

"Bilbo's here," Wanda assured him.

The Hobbit regained consciousness a few moments ago. He immediately slid next to Wanda. Thorin sensed life slipping away.

"Bilbo," he desperately wanted to make peace, "I wish to part from you in friendship."

"You are not going anywhere, Thorin," Bilbo insisted. "You're going to live."

Bilbo's denial ended as the Scarlet Witch gave him a sad shake of the head.

"I would take back my words and my deeds at the gate," Thorin continued. "You did what only a true friend would do. Forgive me...I was too blind to see. I'm so sorry that I have led you into such peril."

Bilbo firmly grasped his hand in gratitude. Joining the Company had allowed the Hobbit to become his truest self.

"No, no, I'm glad to have shared in all your perils, Thorin – each and every one of them," Bilbo sincerely affirmed. "And it's far more than any Baggins deserve."

Thorin smiled at the Hobbit's heartfelt words. Wanda easily sensed the reason. Initially, Thorin reluctantly agreed to Bilbo joining his company to help retrieve the Arkenstone. However, at death's door, Bilbo's friendship proved to be the greatest treasure of all.

"Farewell, Master Burglar," Thorin departed in peace and understanding. "Go back to your books and your armchair. Plant your trees – watch them grow…If more people valued home above gold this world would be a merrier place…"

Thorin Oakenshield closed his eyes and breathed his last. Bilbo and Wanda embraced each other and wept.

* * *

 **I'd be the first to admit this chapter's outcomes aren't radically different from canon. My goal was more about creating an alternate (and hopefully entertaining) take on events leading up to them.**

 **Some readers might have been expecting Thorin/Fili/Kili to survive. Given the Dain-Stonehelm line is established in my earlier works, this wasn't an avenue I could really go down. Further, Balin's ill-fated expedition to Moria had a huge impact on the War of the Ring. Thorin surviving raises a lot of "what if's" about that expedition I'm unable to reconcile.**

 **Despite making Ultron a powerful sorcerer, I still felt he'd be quickly outmatched by Wanda and Vision. Giving him a variant of Unlight was about balancing the scales. Maybe the Infinity Stones are the most destructive power in the universe. But given its effect on the likes of Morgoth and Tulkas, Unlight isn't something to be sneezed at either.**

 **Tolkien's works are full of unsolved mysteries. Readers can decide for themselves the outcome of Vision-199999 v a Ring-wearing Ultron.**

 **Wanda's "I am an Avenger" declaration is taken from Marvel-616. It reflects one of this crossover's key themes about Wanda. Namely, finding where she rightly belongs in aftermath of** _ **AoU**_ **. More on that next chapter.**

 **I thought the worst death from Azog's perspective would be him getting killed without having gained anything he wanted. Ultron's presence allowed this to happen.**

 **Finally, Gloin's challenge can be thought of as this crossover's Gimli moment.**


	30. There and Back Again

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

14/10/2017

Thank you once again for your patience, readers. Especially those of you whose stories I'm following but haven't provided reviews. And my appreciation to everyone for their good wishes over the last couple of months. To quote a certain billionaire, it's good to be back.

This is the final chapter of this crossover. Unsurprisingly, it is not a light-hearted read for the most part. Hopefully the ending will make it worthwhile.

 **Steve993:** Wanda's hypnotic attack was based on two elements. Ultron's fear of death was explicitly stated in _AoU_. But I thought being forgotten as humanity gets on with life would have equally terrified him.

 **Omegashark18** : It took a group of Balrogs to free Morgoth from Shelob's Unlight.

 **silmarlfan1:** To quote Bilbo, sorry about that.

 **Aragon II Elessar:** Thank you for your kind words and concern.

* * *

 **Chapter 30 – There and Back Again**

After their grief had subsided, Bilbo and Wanda undertook the first recovery operation after the battle. It was guarding the bodies of Thorin and his nephews until the rest of the Company arrived. Wanda's telepathy sensed Tauriel was still weeping over Kili. The Avenger, then, first gathered the eldest of the fallen brothers.

The Scarlet Witch used her telekinesis and gently levitated Fili's body alongside his uncle's. Despite not weeping again, Wanda felt the brothers' loss no less deeply than she had Thorin's. The pair welcomed her into the Company from the start despite their uncle's dislike. But Fili and Kili's deaths didn't just represent the loss of two friends. Wanda also mourned their lost potential. She had no doubt Fili would have been a great king, one who wanted Erebor to be a source of hope for all the Free Peoples. Likewise, Kili and Tauriel's mutual feelings could have led to a closer relationship between both their peoples. Would Elves and Dwarves ever have another chance to fully reconcile?

Legolas rushed out onto the plateau and headed straight to Wanda and Bilbo. His face showed no emotion despite being relieved they were alive. The fallen Thorin and Fili gave the Elf-prince short pause. Legolas remembered his first encounter with the Company. He uneasily recalled telling Thorin it would be a pleasure to kill him. While Legolas still did not consider any dwarf 'friend', this battle had shown they weren't his enemies either. Indeed, nobility existed across all the Free Peoples and should be acknowledged regardless of race. The Prince of Mirkwood gracefully gave the fallen a Silvan gesture of respect. Legolas madly hoped he did not have to repeat the gesture on the summit.

"Where is Tauriel?" he asked Wanda.

The Sokovian nodded in the direction of the tower. Awaiting Legolas was both relief and sorrow. However, Tauriel needed medical attention first.

"Up there," Wanda quietly said. "Legolas, her wrist's broken."

Legolas sprinted in the tower's direction. He left just as an exhausted Dwalin finally arrived on scene. Tears started welling in his eyes that his beloved king and friend had been slain. Being able to sense Dwalin's grief almost caused Wanda to start weeping herself again.

"And Kili?" was all Dwalin could ask.

The Scarlet Witch's reply was a sad shake of the head. Wanda felt the full depth of Dwalin's reaction. The loss of Thorin and his heirs was nothing less than soul destroying. However, despite crossing paths only briefly, Galadriel had provided Wanda so many insights about psychic power. One being that telepaths could provide comfort and solace unlike anyone else.

"Thorin killed Azog," Wanda modestly revealed. "He then sacrificed himself so I could destroy Ultron."

Dwalin's warrior heart lightened at this. Just a few hours ago it seemed the King under the Mountain would die in ignominy. The Dwarf King would instead not only be remembered as the vanquisher of the Pale Orc. His selfless bravery had saved Middle-earth from an even more terrible foe. Like Wanda hoped, Dwalin realised Thorin Oakenshield would be revered among the greatest of Durin's Folk. Lacking his friend's telepathy, part of Bilbo felt guilty for having drawn Ultron to the summit.

"I'm sorry, Dwalin," Bilbo quivered in condolence and contrition.

Dwalin's characteristic gruffness gave way as he warmly embraced Bilbo. It was indicative of how Thorin's followers had come to see the Hobbit as one of them.

"I feared we lost you too, laddie," Dwalin choked in relief.

Wanda smiled at this before sensing a new arrival. A series of horse hooves echoed up the main stairway as Thranduil rode on the plateau mounted on Legolas's horse. The Elf-king dismounted by the parapets before briskly making for the Scarlet Witch. She picked up where Thranduil found the horse. The Avenger was privately cheered – Bard and the children were alive and unhurt. Those thoughts were quickly subsumed as Thranduil saw Thorin was dead. Thranduil's main reaction was remorse for his indifference about mortal lives. He feared that indifference had led to the deaths of the two Silvan he most cared about.

"Collgwend," Thranduil quietly addressed the Scarlet Witch. "Are– "

"They're alive," Wanda interrupted after sensing his thoughts. "They're up in the tower."

Thranduil gave a grateful nod before heading towards it. The Elf-king received some unexpected counsel.

 _Legolas still respects you_ , Wanda mentally assured. _He just wants to know._

Thranduil halted but didn't turn around. _Know what?_

Wanda had learnt something else important from Galadriel. There was a thin line between guiding someone and manipulating their free will. Subtlety was particularly important when helping someone overcome deep-seated pain.

 _The one thing you've never spoken about_ , Wanda replied.

* * *

Vision didn't relent pursuing Gundabad's armoured legions until destroying them to the last. No orc escaped the android's detection systems or the Mind Stone's power no matter how far or wide they ran. Vision returned to Erebor as the sun began to set over the battle. In a way, it was symbolic of how his and Wanda's time in Middle-earth was reaching its end as well. However, there were some important loose ends that first needed to be tied.

Vision gently touched down on the summit of the Lonely Mountain. He noted for the moment the countless sea of dead in the valley below. His attention quickly turned skyward. The Great Eagles released a series of majestic cries as they flocked and departed. The one exception was their lord. Gwaihir landed on the summit and faced Vision.

The Great Eagles were first ones the android contacted upon arriving in Middle-earth. The main reason being their connection to Manwe, King of the Valar. As verified by Galadriel, the presence of both Avengers threatened to disrupt (among other things) the future War of the Ring. Gwaihir delivered Vision's petition for aid to the Valar and their initial reply. The android now hoped the Valar's own petition had been successful. He first gave the Windlord a respectful bow before speaking.

"Have the Valar sent word?" Vision asked.

"Yes," Gwaihir soothingly answered. "He's agreed."

Vision knew better than to ask how given who 'He' was.

"When?" Vision asked what was more important.

"The moment you open the portal," Gwaihir informed.

The android moved on to what he considered a far greater variable in the agreed equation. From the little that was on the Avengers' files, Arda's creator didn't interfere with free will. The Scarlet Witch's obvious feelings for Bard posed a difficult conundrum.

"What if Wanda decides to stay?" Vision raised it.

"She won't," the Windlord confidently predicted.

Gwaihir immediately took flight after his kin leaving a baffled Vision in his wake.

* * *

The rest of Thorin's followers eventually reached the plateau. After embracing Bilbo and Wanda in relief, the dwarves reverently knelt in a circle around Thorin and Fili. Both non-dwarves stepped back and allowed the ten some privacy. The Scarlet Witch was also touched after she told them Kili's current location.

" _The poor lass can take as much time as she needs," Balin said of Tauriel._

With Thorin and Fili now under the watch of their kin, Wanda felt she had to check on her Elven friends nonetheless. The Sokovian quickly encountered one of them after entering the tower's interior. A sombre Legolas stopped in front of her. Wanda first sensed Thranduil had followed her advice – Legolas was told how much his mother loved him. The Avenger was initially surprised at what she sensed next.

"You're leaving?" Wanda expressed it.

"Much has been lost this day," Legolas solemnly confirmed. "I won't come to terms with it in my father's halls."

Despite being cryptic, Legolas's inner turmoil easily allowed Wanda to detect the main reason for his decision. After witnessing Tauriel's grief over Kili, Legolas knew his love for her would remain unrequited. A compassionate Wanda respected his privacy. However, there were other reasons behind Legolas's decision that could be discussed.

"It's not just about coming to terms, is it?" Wanda raised it.

The Prince of the Woodland Realm had suffered personal heartbreak. He nonetheless come to accept Tauriel was right about what they discussed on the promontory.

"Ultron is destroyed," Legolas began. "But Sauron remains. Our people can't withstand him on our own. We must stand with the all the Free Peoples if we're to survive."

"Who are you going to first?" Wanda asked.

Legolas's answer revealed Thranduil had cast aside his previous misanthropy.

"The Dunedain," Legolas replied. "My father says one of them could potentially be a great man."

Wanda remembered Elrond telling her about this race of Men. Their main settlement was located south of Rivendell. With Thranduil in range of her telepathy, Wanda sensed the name of the man Legolas was seeking. However, she also sensed Legolas's quest was also supposed to be a journey of self-discovery. Instead of revealing the man's name, the Scarlet Witch farewelled her friend with some other thoughts of Thranduil's.

"Your father is very proud of you, Legolas," Wanda warmly confirmed. "Never think otherwise."

The Elf-king's son reaction was a dignified and assured smile.

"Crossing paths with you has been the greatest of honours, _mellon_ ," Legolas responded before departing. "May I cross paths with you Avengers once more."

* * *

Thranduil was standing silently outside the tower with a scabbarded Orcrist in his grasp. Legolas had given his father the legendary blade before departing. Dwalin's demand about Orcrist might have been said in dark humour. But Legolas felt Thorin's death made the sword's return all that more important. Relations with Durin's Folk could only be rebuilt in a spirit of charity. For now, Thranduil could only watch and regret his lack of charity towards a young Silvan who had long tried impressing this upon him.

A kneeling Tauriel tenderly caressed Kili's face. She had been in this position ever since her encounter with Ultron. Tauriel's tear-stained face indicated how much she had grieved over Kili's death and love cruelly denied. Legolas had placed her broken wrist in a makeshift sling. Tauriel's broken heart would not so easily be mended. Kili's runestone weighed like a boulder as she placed it back in his hand before closing his fingers around it. After gently kissing his forehead, Tauriel looked up and saw a new arrival exit the tower. Potentially instant alleviation from heartache had arrived in the form of the Scarlet Witch.

Wanda said nothing as she walked passed Thranduil before kneeling alongside Tauriel. The Sokovian softly embraced her friend in comfort. As Wanda made her way through the tower, her telepathy had been bombarded by Tauriel's grief. Even the grief Wanda felt at sensing her brother's death almost paled by comparison. She recalled the confrontation with the Avengers at Klaue's Salvage Yard. When subjecting Thor to hypnotic attack, Wanda caught a glimpse of his recent memories. They included Loki's taunting about Jane Foster's mortal lifespan. But whereas Asgardians lived for millennia, the Eldar were immortal. Elves had to bear the sorrow of a loved one's death for possibly an eternity. At one level, it was easy to understand Thranduil's emotional detachment following the death of his wife. It was also a mistake that she wouldn't let Tauriel repeat.

"Please use your powers, Wanda," Tauriel begged of the powerful psychic. "Take this pain from me. If this is love, I do not want it."

Absorbing the emotion behind the request caused an involuntary tear spill down the Scarlet Witch's face.

"I can't, Tauriel," Wanda gently refused. "Because I'd be taking the best part of you."

Tauriel resumed weeping.

"But it hurts so much!" she protested.

Wanda stayed herself from answering as she sensed something. Tauriel's love for Kili finally caused an individual's long dormant empathy to come back to life

"Because it was real," Thranduil repented his earlier cruelty.

Thranduil soon escorted Tauriel from the tower like a father comforting a heartbroken daughter. They were followed by Wanda who gave Balin a short nod. At this, the elderly dwarf led a small group to bring Kili's remains to be alongside those of his kin. As Thranduil and Tauriel left the plateau, Wanda noticed new arrivals had come during her absence.

Beorn had transformed back into the man. He was standing over Azog's decapitated corpse with a neutral expression on his face. The Scarlet Witch unobtrusively walked up to him. It was too see if the skin-changer still wanted to take up an earlier offer of hers. Beorn silently answered by stretching out his manacled wrist. The iron binding fell and clattered after Wanda hit it with a whiff of telekinetic energy. After giving Beorn an understanding touch, she walked across the ice to what was left of the parapets. Gandalf and Bilbo were sitting alongside each other sombrely smoking their pipes. Neither said a word as the Scarlet Witch sat next to the former. Despite of all she had experienced in the battle's immediate aftermath, all the Avenger could think of was what Ultron said.

 _Earth is doomed because of you._

Wanda had briefly been able to read Ultron's thoughts before destroying him. It was all the time she needed to sense the meaning behind automaton's taunt. Circumstance prevented Wanda from making out the full details. Only that it had something to do with the Mind Stone and Earth's fate depended on it. Given the stakes involved, the Scarlet Witch could no longer avoid the inevitable choice she needed to make.

Remaining in Middle-earth potentially risked abandoning Earth to disaster. Returning with Vision involved making a very personal and painful sacrifice. Remembering Galadriel's counsel in Rivendell, Wanda listened to her heart.

"I can't say here," she absently voiced its decision.

* * *

Vision had taken a lead role in recovery operations since Gwaihir's departure. The Free Peoples again had reason to be grateful for the android's presence. Vision tirelessly and efficiently collected enemy remains allowing the Free Peoples to focus on collecting their own. The android dumped Ultron's creations deep in the were-worm tunnels along with the corpses of countless evil creatures. It was nightfall when Vision fired a powerful energy blast down each tunnel. The enemy remains ignited began roasting as the tunnels acted like a massive crematorium. Columns of thick black smoke began rising out the mountain's eastern spur. In contrast to this raging inferno, Dale was dotted with torchlight. The Great Hall's courtyard was filled with hundreds of Lake-men holding torches. Hundreds more lined the approaching streets. All of them had come to see the Scarlet Witch a final time.

Wanda, Bard, and the children were gathered on the front stairs of the Great Hall. Having embraced Sigrid and Bain, Wanda now had a final moment with their younger sibling. Tilda wanted to emulate the courage of the Avenger she had come to idolise. In this case, trying to put on a brave face despite feeling devastated that the Scarlet Witch had decided to leave. Tilda's eyes watered as she returned an item Wanda had forgotten about.

"I've kept it safe for you," Tilda said while handing back Wanda's comb.

The Sokovian crouched down and gently wrapped the young girl's fingers around it.

"Keep it," Wanda replied. "It belongs with a beautiful princess like you."

She and Tilda tightly embraced. Wanda's choice of words wasn't just acknowledging the royal station Tilda now occupied. The comb was also a gift of appreciation. Through Tilda, Wanda's inner child had been able to sense joy and wonder again. Such feelings helped strengthen Wanda with the next farewell she had to make. Despite Bard understanding the reason for her departure, both were struggling to keep their emotions in check.

"Please believe me," Wanda's voice quivered, "I'm leaving because I have to."

"You're the kindest, most selfless soul I've ever met," Bard similarly replied. "How could I not believe you?"

Bard then remembered what he had in his possession. He reached into his coat and pulled out the Arkenstone. To Bard, handing it to Wanda felt like handing over his heart. The Scarlet Witch read his thoughts as she took the Arkenstone into her keeping. She responded by removing one of her rings from Earth.

"I can't stay," Wanda prefaced before slipping it on Bard's finger. "But part of me will always belong to you."

Wanda and Bard shared a last and tender kiss before the former turned around. Many in the crowd silently wept as they parted ranks to give the Scarlet Witch a path. Like Bard and his family, they were happy at one level that the Avenger was finally able to go home. But they also lamented the departure of a champion they would have been proud to call Lady of Dale.

Wanda forced herself not to look behind least she change her mind about leaving. Bard swallowed a sorrowful lump before assuming the burden of his heritage.

"All hail Wanda the Scarlet!" the Lord of Dale commanded his subjects. "Forever hero of our people!"

At this, the crowd silently knelt in reverence as the Avenger walked passed them. Wanda didn't tell them to rise despite her natural modesty. The less people who saw the tears streaming down her face the better. It was then she received some unexpected comfort. A fellow telepath sent a final and enigmatic message.

 _Do not despair, Wanda Maximoff._ Galadriel consoled and forecast. _Love is for souls, not bodies._

* * *

Daybreak revealed the valley had been picked clean of enemy dead. Under other circumstances, the Free Peoples would have been awestruck by Vision's accomplishment. A sombre mood reigned instead. For the first of many funerals was being held. Percy pressed his lips against one of Dale's great horns that hadn't been blown in decades. A majestic and sombre adagio sounded throughout Erebor. It was the Lake-men saluting to the three greatest heroes to have fallen in the battle.

Deep within the mountain, Thorin lay in state atop a stone tomb with Fili and Kili similarly placed either side of him. Wanda laid the Arkenstone on Thorin's breast to be buried with him. Thranduil had earlier left Orcrist with Gandalf. The legendary elven blade would be placed upon the Dwarf King's tomb as an act of reconciliation between the two peoples. It was said in later years Orcrist ever gleamed in the dark if foes approached, preventing them from taking the Lonely Mountain by surprise.

Bilbo, Wanda, and the Company's surviving dwarves now paid their final respects to their leader and his nephews. The twelve of them slowly filtered around the three tombs. Many of the dwarves wept openly. Wanda privately reflected her journey to Middle-earth had been book-ended by funerals. In contrast to Pietro's, this time she was the one providing support. Grieving dwarves sought out the Scarlet Witch who comforted them with a gentle embrace or soothing word. A few yards away, the driving force behind the Quest of Erebor was doing some reflecting of his own.

Gandalf stood among a small group that included Vision, Radagast and Beorn. The Grey Wizard reflected how much Wanda's relationship with Thorin's followers had changed. For most of the quest, the dwarves saw the Scarlet Witch as a delicate maiden who was theirs to protect despite her power. Now they were looking to her to lead and guide them through their valley of sorrow. Wanda did so as she seamlessly gathered them to face the hundreds of dwarven warriors in attendance. Gandalf accurately read the Sokovian's indirect message to Thorin's followers – the best way to honour their fallen king was to loyally serve his successor. The wizard began the formalities after the Scarlet Witch gave him a nod.

"The King is dead!" Gandalf declared.

Balin immediately raised his sword in salute. " _Long live the King!_ "

Wanda joined all present by repeating Balin's words in acclamation. Clad in the regalia of the King under the Mountain, Dain humbly bowed in acknowledgement. It was no coincidence Dain's gesture was specifically directed towards the Company. Wanda's telepathy easily sensed the reason. The Company of Thorin Oakenshield had not just reclaimed Erebor. They had shown Durin's Folk could again aspire to greatness.

* * *

Thranduil had not attended Thorin's funeral. Despite his gesture with Orcrist, many dwarves (including some in the Company) couldn't forgive past slights just yet. A full reconciliation between Elves and Dwarves was still likely to take years. It was a task made harder given an unofficial mediator between both races was returning to Earth.

Wanda sensed victory had lifted the curse on the Thror's hoard. She persuaded Dain to give the Wood-elves a share. In part, it was to recognise the many Silvan who had fallen in the battle. But it was also to acknowledge how Legolas and Tauriel had selflessly come to the Company's aid at Ravenhill. Wanda also made a request of Thranduil. The King of the Woodland Realm agreed not to leave until she had spoken to him a final time.

As Silvan warriors took possession of their share of the treasure, Wanda took their ruler elsewhere in the mountain. It was a sign of Durin's Folk's esteem for the Scarlet Witch she could take Thranduil into the royal vault alone let alone hand out its contents. For within the vault lay the catalyst of the breakdown in relations between two kingdoms. Wanda delicately placed the White Gems of Lasgalen in the Elf-king's hands. She then revealed something her telepathy had picked up after freeing Thorin of dragon-sickness.

"I know you argued over it," Wanda said of the necklace. "But, Thorin was going to give it back to you."

Thranduil contemplated this while fingering what he had sought for so long. Until yesterday, he would have felt triumphant vindication. The battle had brutally shown the cost of his obsession. Thranduil's beloved wife would have been appalled by how much he had been willing to sacrifice in memory of her. Especially when their union had provided the ideal memorial in the form of their son.

"Thank you, Collgwend," Thranduil eventually responded. "But I now realise what is truly valuable." The Elf-king placed the necklace back in Wanda's hands. "I would like you to have it."

The Avenger's jaw dropped.

"You can't give me this, Thranduil!" Wanda gasped in shock.

"Like you, my wife believed all life was precious," the Elf-king humbly insisted. "Even more precious than her own. I can't think of anyone worthier who should have it."

The Scarlet Witch could. "What about Tauriel?"

Thranduil's tone was one of resigned sadness. Tauriel would be returning with the rest of the army with her banishment rescinded. However, it was now only a matter of time before Tauriel chose different form of exile.

"You sensed the depth of her grief," Thranduil began predicting. "Tauriel will soon depart for the Undying Lands. It is the only place where she will find rest." The Elf-king concluded with a solemn promise, "Until then, you have my word I shall look after her."

That vow was enough for Wanda to accept his gift of the necklace. She had not forgotten the images in Gandalf's mind that night in the Misty Mountains. If they were of the Undying Lands, then Tauriel would live her immortal life in peace. Wanda thanked Thranduil in a manner befitting her title of Elf-friend.

" _Na lû e-govaned vîn, novaer_ ," she gracefully spoke.

At that moment, Thranduil understood what had always eluded Ultron. Humans may well be prone to self-destruct. But awareness of that impulse often spurred them to improve themselves and the world they lived in. Their short lifespans made the changes they wrought all that more extraordinary. And in front of him stood the most extraordinary human being he had ever met. If only because of how quickly she had changed his perception about so many things, including herself.

"Wanda," Thranduil addressed her as a friend. "You will always be welcome among my people."

* * *

The Dwarves of Erebor had no objection to the gifting of the White Gems of Lasgalen. They only had one condition – that the Scarlet Witch wear the necklace until she returned home. Wanda was happy to humour what was effectively their final request of her. The hearts of Thorin's followers swelled with pride at the result. Their people's craftsmanship made Wanda look even more queen-like than the dress she wore in Rivendell. They also insisted she take a share of the treasure as agreed. Wanda was given a small chest filled with gold and precious stones. That chest was now tucked under Vision's arm as he and Gandalf waited outside the Gates of Erebor.

Bilbo would have preferred a discreet exit. The fact the Scarlet Witch was departing with him made that an impossibility. Thorin's followers closely escorted the pair through the mountain to Gandalf and Vision. The oldest of them was trying to keep things upbeat.

"There is to be a great feast tonight," Balin said as the group exited outside. "Songs will be song, tales will be told and Thorin Oakenshield will pass into legend."

Bilbo wasn't staying for the said feast precisely for this reason. The Hobbit preferred to remember the real Thorin Oakenshield (for all his faults) than any legend. Polite as ever, Bilbo hoped the dwarves would understand.

"I know that's how you must honour him," Bilbo tried explaining. "But to me he was never that - he was...to me...he was…"

Wanda didn't need to be a telepath to guess what he was trying to say. Her telepathy had caught Thorin's last thoughts about Bilbo though. The Scarlet Witch put a comforting hand on the halfling's shoulder.

"That's how he wanted you to remember him, Bilbo," she assured 'friend' was exactly what Thorin desired.

Many dwarves became misty-eyed at the word 'remember'. They were equally fond of Bilbo and Wanda. They were equally saddened to see them leave with the Company's adventure having reached its end. But, despite the enormous distance, they could still visit the Shire again. There was no way to similarly visit Earth. The youngest dwarf spoke for all of them.

"You won't forget us, Miss Wanda?" Ori almost pleaded.

The Sokovian took a final look at a friendship even more unexpected than the Avengers. The dwarves had given her a far greater treasure than what Vision had tucked under his arm. Their adventures together would remain with Wanda for the rest of her life. And she revealed none of them would ever be truly dead to her.

"You are my thirteen dwarves," Wanda fondly described how she would remember them. "How could I forget you?"

Tears were rolling down the faces of several dwarves. Wanda had to draw on all her psychic power to block their emotions least they cause her to cry as well. Bilbo correctly guessed why he hadn't been asked the same question as Wanda. He used it to cheer the dwarves as he said goodbye to them.

"If any of you ever passing Bag End, tea is at four – there's plenty of it," Bilbo hinted about them visiting. "You are welcome anytime." He knowingly added, "Eh, don't bother knocking."

The dwarves burst into bittersweet smiles of understanding. Wanda sensed some of them would be taking up the offer as they bowed in farewell to her and Bilbo. The two unexpected members of the Company turned around and joined Gandalf and Vision. The four walked to the middle of the valley where they were alone and out of earshot. It was from where the Avengers would depart for Earth. As the Scarlet Witch mentally prepared herself, she suddenly recalled a critical loose end.

"The Ring!" Wanda gasped aloud.

Her three companions were shaken out of their respective thoughts.

"What?" Bilbo was initially confused.

Wanda hadn't forgotten Galadriel's brief descriptions of what was now in Bilbo's possession. Nor how Ultron had been moments away from claiming it. The most powerful weapon in Middle-earth's history still posed grave danger to the Free Peoples though. Particularly given its creator would stop at nothing to reclaim it.

"Your ring," Wanda informed Bilbo. "Gandalf said it's the One Ring. We should destroy it before Sauron finds out."

Bilbo's right fingers discreetly reached towards his waist pocket. Despite the Ring's evil, the need to possess it felt almost instinctive. That included slipping it on if he was asked to hand it over.

"That task will indeed require the Avengers' aid," Gandalf enigmatically responded. "But it is not the aid of the Scarlet Witch that will be required."

Bilbo blinked and pulled back from reaching into his pocket. The Hobbit took a deep breath to steady himself. By contrast, Gandalf's response left Wanda somewhat confused. 'Somewhat' because the Sokovian thought she knew what the wizard was hinting at. The Scarlet Witch again drew on what she had been told about the One Ring.

"It doesn't have to be me." Wanda said before reflecting, "It's best I don't given how it affected me." She then remembered how her fellow Avenger first lifted Mjolnir. "But Vision can be trusted," Wanda firmly believed android had proven his incorruptibility when handling great power. "He can fly to Mount Doom and destroy it in no time."

"I can't, Wanda, as much as I would like to," Vision humbly said otherwise.

The android's rejection completely threw the Scarlet Witch. Why were two of the wisest beings she had known opposed to doing the obvious? She refrained from using her telepathy to find out.

"What aren't you telling me?" Wanda forced the issue.

Vision and Gandalf exchanged a knowing look. They had deliberately kept the whole truth from Wanda despite the personal unease. Revealing it before now carried huge risks across space and time. However, the pair and Galadriel agreed Wanda deserved to be told prior to departing Middle-earth. Vision was strongly influenced by JARVIS's part in creating Ultron. The android believed the most important lesson arising had nothing to do with technology. By keeping secrets from one another, the Avengers invited catastrophe.

"You and I aren't the first Avengers to come to Middle-earth," Vision finally told Wanda. "Decades from now Captain Rogers, Thor and Doctor Banner will arrive here by accident. They will help the Free Peoples finally defeat Sauron."

"How?" Bilbo reflexively enquired.

Vision had briefly described the Fellowship to Gandalf. The wizard had also noticed Bilbo's reaching for the Ring just moments ago. Telling Bilbo about the Ring's destruction might tempt him enough to put it on. If only to spare his yet-to-be nephew the burden of taking it to Mount Doom.

"Let's just say there's a long life ahead of you, my dear fellow," Gandalf chose to answer. "That includes meeting Wanda's friends long after Sauron is vanquished."

The mere existence of such a far-reaching temporal paradox (let alone trying to understand its implications) left Wanda reeling. The information overload almost caused her to feel a fraction sympathetic for Ultron.

"But I've told everyone about them, Gandalf," Wanda referred to the Fellowship's Avengers. "Which means Sauron will be ready for them. Like you said, he has spies everywhere."

Vision had aided the Wise's attack on Dol Guldur. At the time, he had received no word about the outcome of the Valar's appeal. Galadriel wiping Sauron's mind was something of a temporary stopgap in case that appeal failed. All knowledge about Ultron and the Avengers might have been erased from the Dark Lord. That just left the problem of how to stop his vast intelligence network from refreshing his memory. Not to mention the risk of discovering the Ring-bearer's identity much earlier than history recorded. Both problems were now moot given the appeal's success. Unfortunately, the cost to Wanda involved worse heartbreak than in relation to Bard.

"You're right, Wanda," Vision confirmed before spelling out the corollary. "Which means we have to remove all trace of us from Middle-earth. Every record, every memory. All we've both done needs to become shrouded in myth and legend." The android expressed a human-like sympathy; "I'm truly sorry, Wanda. But it must be done. Or Lady Galadriel said both our worlds face a darker future."

The Scarlet Witch thought her grief from the previous day had been exhausted. Tears began welling in her eyes again. Vision's words were eerily parallel to the ones he spoke on Earth about removing all trace of Ultron. Being indirectly compared to the automaton was painful. But that was still nowhere near the pain of friends forgetting her like she never existed. The Sokovian's voice began to crack.

"I'm can't wipe everyone's mind, Vision," Wanda implied both in skill and emotionally. "Nor can you. Not even with the Mind Stone."

"None in this world can, Wanda," Gandalf intervened a second time. "None, that is, except the One Above All."

Wanda caught her breath at the name. Grief was delayed as she wondered if Gandalf would clarify who he was referring to. Guessing what the Avenger was thinking, the wizard pre-empted any such questions.

"Trust Him, Wanda," a compassionate Gandalf encouraged. "Just as I trust He won't allow us to completely forget you."

The Scarlet Witch silently fell into Gandalf's comforting embrace a final time. The wizard was the first inhabitant of Middle-earth she had encountered. Since then, he had been Wanda's mentor and confidant akin to her beloved grandfather. The tear streaming down Gandalf's face indicated how much she had come to mean to him as well. Gandalf's rare display of vulnerability allowed Wanda to pick up an expression of his.

"Not all tears are evil, Gandalf," the Scarlet Witch repeated it.

The wizard softly smiled before the Avenger crouched to give the last of her personal farewells. Bilbo and Wanda struggled to keep their emotions as they tightly embraced. Each had been the other's rock throughout the quest. Initially, Wanda solely had the role of protector. She had taken it upon herself to look after the halfling even if no else in the Company did. In time, Bilbo grew to be her most outspoken defender. The Master, Smaug, a dragon-sick Thorin, the One Ring – the Hobbit's friendship remained steadfast in the face of all of them.

"I don't want you to forget me," Wanda grieved at being the only one of them who would remember.

Bilbo's unassuming nature now lightened the Sokovian's heart like it had on countless occasions.

"I'll only forget you in my mind, Wanda," the Hobbit inimitably responded. "Not in my heart."

The Scarlet Witch kissed him on the forehead before both wiped their eyes. She then stood alongside Vision. The android wrapped his free arm around Wanda to transport her back with him. As Vision initiated the portal to open, Wanda smiled at Gandalf and Bilbo. The pair smiled back just before the Avengers departed in a bright flash of light.

* * *

 **Eregion…60 years later** …

 _It was now afternoon. As Gandalf observed, the original Fellowship and its new members had many questions to ask each other. Thor, Rogers, and Banner spread themselves among the other members of the Fellowship to assist this. Gandalf and Thor conversed at the head of the Fellowship's column._

 _"So your family is the ruling house of this Asgard?" Gandalf asked Thor._

 _"Yes," Thor proudly replied. "I am the eldest of the All-Father Odin who's been King of Asgard for many an age."_

 _At the mention of his father's name, Thor noticed a spark of recognition in Gandalf's eyes. Gandalf peered into the distance as he tried to recollect the name._

 _"Odin," Gandalf murmured. "I have heard that name somewhere before…"_

* * *

It had been six months since Wanda had returned from Middle-earth. But she no longer called Sokovia home. The Scarlet Witch now resided at the New Avengers Facility in Upstate New York. Apart from residential quarters; the facility also comprised Quinjet landing pads, training facilities, and state of the art research laboratories. One of those laboratories was the scene of an important experiment.

Most of Ultron's equipment and technology was the subject of United Nations talks in Sokovia. Not one Avenger disagreed about unilaterally taking possession of the spinning rims though. It wasn't just about keeping the rims out of the wrong hands. Vision and Erik Selvig worked closely over the following months. Selving nonetheless felt nervous as he now activated the rims. Opening dimensional gateways still brought back a whole lot of unhappy memories for him.

The rims flashed a few moments before quickly fading again. Selving expressed a huge sigh of relief at the outcome. Someone else in the laboratory kept her elation in check as she passed on the news.

"They're here, Cap," Maria Hill reported through her earpiece.

The facility's name also reflected the changing composition of Earth's Mightiest Heroes. Rogers and Romanoff were now the only original members of the group left. Stark and Barton had both retired. Thor had returned to Asgard in a quest to find more about the Infinity Stones. And, most concerning to Black Widow, there had still been no word or sighting of Banner or the Other Guy. Romanoff distracted herself as she assisted Rogers in training their new teammates.

Vision, War Machine, Falcon, and the Scarlet Witch sat around the group's briefing table. The training they had received wasn't just physical or tactical. Standing at the head of the table, Rogers passed around briefing packs as Romanoff started the large flat screen at the opposite end. Wanda sucked in a quiet breath at the subject matter. For today's briefing also represented an act of closure for her.

The Scarlet Witch eventually debriefed the Avengers about her adventures in Middle-earth. She wasn't the only one who struggled to understand the causal loop involved. Captain America said the War of the Ring played out the same the 'second' time around. With the emotion still raw from the Middle-earth she remembered, Wanda declined to know the full details. If only to avoid the certain confirmation that Bard and the children would have been long dead.

Wanda's share of the treasure currently lay secure within the facility's vault. The chest's contents made her a multi-millionaire. But they were worth more to the Scarlet Witch in terms of sentimental value. The only thing Wanda had bought with her share was the guitar in her room she was learning to play. Also in her room were the White Gems of Lasgalen. The necklace was displayed among her memorabilia of Pietro. Though Wanda still proudly wore Elrond's ring despite its elven magic having been depleted.

"Earth isn't the only place we're pledged to protect," Rogers began. "The Free Peoples of Middle-earth are among our closest allies and friends." He gave Wanda an understanding look. "I know some of you have already met them," Rogers hinted he knew what it was like to miss them before adding, "But I've still got an expert to join us today."

Listening outside the room on her earpiece, Hill took her cue. A door opened allowing the expert to enter the room. A white-haired old man walked up to Rogers. The old man's garments and staff matched the colour of his hair. Wanda's jaw dropped. Despite the old man's appearance (not to mention sensing he was far more powerful), Wanda instantly recognised him.

" _Gandalf!_ " she gasped in shock.

The old man gave her a confused look as if they had never met. Seconds passed before his eyes twinkled ending the pretence.

"Hello, Wanda," Gandalf fondly renewed their friendship.

The Scarlet Witch shot up and ran with a quickness resembling her brother's. She firmly hugged Gandalf as if to be sure his being here wasn't a mirage. Rogers and Romanoff exchanged smiles at Wanda's reaction to their surprise. The Sokovian took a few moments to again enjoy the wizard's comforting embrace before asking him obvious.

"I don't understand," Wanda said. "Vision said you'd forget us after we left."

"Wanda, I am very fond of you," Gandalf kindly corrected her. "But you forget Middle-earth is just part of a wider world. We regained all memory of you upon reaching the Undying Lands."

"We?" Wanda was unsure.

"Tauriel, Galadriel, Elrond and Thranduil all send their regards," Gandalf revealed. "Unfortunately, none of them could accompany me today." The White Wizard then slightly raised his voice to give a signal. "But nor have I come alone."

Hill walked in supporting an elderly hobbit by the hand. The hobbit's other hand grasped his walking cane. His great age was also underscored by his dementia. An understanding Hill humoured his good-natured flirting.

"I must say you're a rather charming young lass, Lady Hill," the hobbit complimented her. "If I were sixty years younger and you were two feet shorter I'd – "

"Bilbo?" Wanda softly interrupted.

The Hobbit looked at who had spoken and silently considered her. Bilbo's memory struggled to pierce the fog of his failing mind. The outcome of that conflict was a flicker in his eyes.

"Wanda," Bilbo craggily smiled in recognition. "Wanda, my dear girl!"

Tears of joy unashamedly rolled down Wanda's face. She crouched and embraced that her friend was still alive. It meant the Scarlet Witch could find closure on her own terms. Wanda stretched out with her telepathy. Yes, she could just sense him…

Allowing the pair a few moments alone, Rogers made some introductions. Gandalf warmly shook hands with Rhodes and Wilson in making their acquaintance. Hill took Gandalf and Bilbo through the facility's main courtyard on their way to the briefing. There was something in the middle of the courtyard the White Wizard was compelled to ask about.

"I understand you helped shift the White Tree here, War Machine?" Gandalf enquired of him.

"Yeah," Rhodes casually confirmed it was the very one given to Stark. "It quickly outgrew the roof garden. Tony said that means you still owe him a decoration."

The remark generated several understanding chuckles. Black Widow wasn't among them. She compared Gandalf remembering Wanda to when he asked for the Avengers' aid against Malekith. The Avengers' best mind on espionage quickly made a connection.

"Gandalf," Romanoff got his attention. "You must have known about Ultron, the Maximoffs, last time you were here. Why didn't you tell us?"

Gandalf didn't blame Romanoff for the hint of anger in her question. Arda wasn't the only world where timelines needed to be protected. Still, Gandalf felt a degree of guilt for his silence at the time. If only because of how Romanoff and Banner's relationship had been nipped in the bud.

"Oh, I am sorry, Natasha." Gandalf's expressed contrition before cryptically revealing, "But if I had, then there would be no Vision nor the Scarlet Witch. The Avengers need them." The wizard's brow was troubled as he reflected, "I suspect we all will."

Gandalf was spared from having to explain.

"What's Wanda doing?" Wilson observed.

The Scarlet Witch had surrounded herself and the Hobbit in a red mist of psychic energy. The White Wizard guessed she had found what he sometimes detected hints of.

"Visiting a very old friend," Gandalf warmly surmised.

 _Wanda and Bilbo were in Bag End's living room. They broke their embrace and smiled at each other. Wanda looked at the Hobbit she remembered. Her telepathy caught the sliver of him that remained in Bilbo's mind. Nor had the Scarlet Witch forgotten Gandalf's revelation about Bilbo's lifespan. She could finally share what had been a secret hope of hers._

" _I never stopped hoping to see you again," Wanda assured her friend._

" _Thank goodness," Bilbo replied._

* * *

 **Wanda's speculation about Fili as king somewhat reflects my own opinion. But, as always, not even the very wise can see all ends. Perhaps with one exception…**

 **In the MTCU, Eru Illuvatar and the One Above All are the same character. If only because of the former's name loosely translates to the latter's.**

 **I'd be the first to admit using a deus ex machina to preserve events in** _ **AoTR**_ **. Numenor's destruction was certainly one source of the idea. However, in Earth-616, the OAA once agreed to Thanos and Adam Warlock's petition to restore reality (among other things). If He could grant such a request from that pair, I think it plausible He would entertain a much humbler one from Vision.**

 **The "not all tears are evil" quote in this crossover was deliberate. It was to acknowledge some parallel between Wanda and Vision's departure with Gandalf and Bilbo's to Valinor. "Love is for souls, not bodies," is an obvious Earth-616 hint at a certain relationship in Earth-19999.**

 **One again, thank you readers for all your follows and reviews. I'm also grateful for your understanding when life events have delayed me from updating.**

 **In something of a pattern with my previous crossovers, I became proud uncle to a nephew while writing this one. Like your siblings, these stories are dedicated to you.**


	31. Epilogue

**Disclaimer:** I have no creative rights over the characters and places you can identify in this story and have no way profited from this work.

* * *

14/10/2017

* * *

 **Chapter 31 – Epilogue**

The New York Sanctum's two residents stepped out of a guest room and closed the door behind them.

"It is fortunate we found him before Mordo did," Wong observed.

"Mm," Doctor Strange agreed about their guest. "Unfortunately, helping him is another thing entirely."

"I could check the Ancient One's collection," Wong suggested. "She might have dealt with his like before."

"Way ahead of you, Beyonce," Strange glibly revealed.

Wong frowned at this. He had come to accept Strange's nickname for him with equanimity. Wong was more confused about his superior's confidence. Had Strange researched the matter himself?

"What did you find?" Wong asked.

Strange wryly arched an eyebrow. "I found a wizard."

* * *

 **I guess it was only a matter of time in the MTCU before certain magic-users crossed paths.**


End file.
